FMC CORP
SAVINGS AND INVESTMENT PLAN TRUST
<DOCUMENT>
<TYPE>EX-10.7A
<SEQUENCE>8
<FILENAME>dex107a.txt
<DESCRIPTION>SAVINGS AND INVESTMENT PLAN TRUST
<TEXT>
<PAGE>

                                                                 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




<PAGE>

                                TABLE OF CONTENTS
                                -----------------

<TABLE>
<CAPTION>
Section                                                                                                             Page
-------                                                                                                             ----
<S>                                                                                                                 <C>
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
</TABLE>

                                       i

<PAGE>

                                TABLE OF CONTENTS
                                -----------------
                                   (Continued)

<TABLE>
<CAPTION>
Section                                                                                                             Page
-------                                                                                                             ----
<S>                                                                                                                 <C>
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
</TABLE>

                                       ii

<PAGE>

                                TABLE OF CONTENTS
                                -----------------
                                   (Continued)

<TABLE>
<CAPTION>
Section                                                                                                             Page
-------                                                                                                             ----
<S>                                                                                                                 <C>
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
</TABLE>

                                      iii

<PAGE>

     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.

<PAGE>

     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:

Section 1. Definitions. The following terms as used in this Trust Agreement have
           -----------
the meaning indicated unless the context clearly requires otherwise:

(a)   "Administrator" shall mean, with respect to the Plan, any person or entity
       -------------
      designated in accordance with Section 2(f) of this Agreement.

(b)   "Affiliate" shall mean any subsidiary or affiliate of the Sponsor.
       ---------

(c)   "Agreement" shall mean this Trust Agreement, as the same may be amended
       ---------
      and in effect from time to time.

(d)   "Available Liquidity" shall mean the amount of short-term investments held
       -------------------
      in the FMC Stock Fund or the FMC Technologies Stock Fund decreased by any
      outgoing cash for expenses then due, principal, and obligations for
      pending stock purchases, and increased by incoming cash (such as
      contributions, exchanges in) and to the extent credit is available and
      allocable to the FMC Stock Fund or the FMC Technologies Stock Fund,
      receivables for pending stock sales.

(e)   "Business Day" shall mean each day the New York Stock Exchange is open for
       ------------
      business.

(f)   "Change in Control" shall mean the occurrence of any of the events
       -----------------
      described in section 15 of this Agreement.

(g)   "Closing Price" shall mean either (1) the closing price of the stock on
       -------------
      the principal national securities exchange on which the FMC Stock Fund or
      the FMC Technologies Stock Fund is traded or, in the case of stocks traded
      over the counter, the last sale price of the day; or, if (1) is
      unavailable, (2) the latest available price as reported by the principal
      national securities exchange on which the FMC Stock Fund or the FMC
      Technologies Stock Fund is traded or, for an over the counter stock, the
      last bid price prior to the close of the New York Stock Exchange
      (generally 4:00 p.m. Eastern time).

(h)   "Code" shall mean the Internal Revenue Code of 1986, as it has been or may
       ----
      be amended from time to time.

(i)   "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
       -----
      it has been or may be amended from time to time.

(j)   "Fidelity" shall mean the Trustee and/or its affiliates.
       --------

(k)   "Fidelity Mutual Fund" shall mean any investment company advised by
       --------------------
      Fidelity Management & Research Company or any of its affiliates.

(l)   "FIFO" shall mean first in first out.
       ----

(m)   "FIIOC" shall mean Fidelity Investments Institutional Operations Company,
       -----
      Inc.

(n)   "FMC Stock" shall mean the common stock of FMC Corporation, a publicly
       ---------
      traded equity security.

(o)   "FMC Stock Fund" shall mean the investment option consisting primarily of
       --------------
      shares of FMC

                                       2

<PAGE>

      Corporation Stock (defined herein as "FMC Stock") and cash or short-term
      liquid investments.

(p)   "FMC Technologies Stock " shall mean the common stock of FMC Technologies,
       ----------------------
      Inc., a publicly traded equity security.

(q)   "FMC Technologies Stock Fund" shall mean the investment option consisting
       ---------------------------
      primarily of shares of FMC Technologies, Inc. Stock (defined herein as
      "FMC Technologies Stock") and cash or short-term liquid investments.

(r)   "IRS" shall mean the Internal Revenue Service.
       ---

(s)   "Mutual Fund" shall refer both to Fidelity Mutual Funds and Non-Fidelity
       -----------
      Mutual Funds.

(t)   "NFSLLC" shall mean National Financial Services LLC., an affiliate of the
       ------
      Trustee.

(u)   "Non-Fidelity Mutual Fund" shall mean certain investment companies not
       ------------------------
      advised by Fidelity Management & Research Company or any of its
      affiliates.

(v)   "NYSE" shall mean the New York Stock Exchange.
       ----

(w)   "Participant" shall mean, with respect to the Plan, any employee (or
       -----------
      former employee) with an account under the Plan, which has not yet been
      fully distributed and/or forfeited, and shall include the designated
      beneficiary(ies) with respect to the account of any deceased employee (or
      deceased former employee) until such account has been fully distributed
      and/or forfeited.

(x)   "Participant Recordkeeping Reconciliation Period" shall mean the period
       -----------------------------------------------
      beginning on the date of the transfer of assets, due to the acquisition of
      a plan or part of a plan, to the Trust and ending on the date of the
      completion of the reconciliation of Participant records.

(y)   "Plan" shall mean the FMC Corporation Nonqualified Savings and Investment
       ----
      Plan.

(z)   "Potential Change in Control" shall mean the public announcement of the
       ---------------------------
      intention to enter into or entering into an agreement which would result
      in a Change in Control.

(aa)  "Reporting Date" shall mean the last day of each calendar quarter, the
       --------------
      date as of which the Trustee resigns or is removed pursuant to this
      agreement and the date as of which this Agreement terminates pursuant to
      Section 11 hereof.

(bb)  "Specified Hierarchy" shall mean the processing order set forth in
       -------------------
      Schedules "F" and "G" that give precedence to distributions and
      withdrawals, and otherwise on a FIFO basis.

(cc)  "Spin-Off Date" shall mean the date upon which the Sponsor distributes its
       -------------
      interest in FMC Technologies, Inc.

(dd)  "Sponsor" shall mean FMC Corporation, a Delaware corporation, or any
       -------
      successor to all or substantially all of its businesses which, by
      agreement, operation of law or otherwise, assumes the responsibility of
      the Sponsor under this Agreement.

(ee)  "Trust" shall mean the FMC Corporation Nonqualified Savings and Investment
       -----
      Plan Trust, being the trust amended and restated by the Sponsor and the
      Trustee pursuant to the provisions of this Agreement.

                                       3


<PAGE>

(ff)  "Trustee" shall mean Fidelity Management Trust Company, a Massachusetts
       -------
      trust company and any successor to all or substantially all of its trust
      business as described in Section 10. The term Trustee shall also include
      any successor trustee appointed pursuant to Section 10 to the extent such
      successor agrees to serve as Trustee under this Agreement.

(gg)  "VRS" shall mean voice response system.
       ---


Section 2.  Trust.
            -----

      (a)   Establishment. The Sponsor hereby amends and restates the Trust with
            -------------
the Trustee. The Trust shall consist of the existing Trust assets, any
contributions of money, FMC Corporation Stock, or other property acceptable to
the Trustee in its sole discretion, made by the Sponsor, such additional sums of
money as shall from time to time be delivered to the Trustee under 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.

      (b)   Revocability.  The Trust hereby established is revocable by the
            ------------
Sponsor. The Trust shall become irrevocable upon a Change in Control or upon a
Potential Change in Control, unless a Change in Control does not occur during
the twelve (12) month period following the Potential Change in Control. If a
Change in Control does not occur during such twelve (12) month period, the Trust
shall again be revocable by the Sponsor.

      (c)   Grantor Trust.  The Trust is intended to be a grantor trust, of
            -------------
which the Sponsor is the grantor, within the meaning of subpart E, part I,
subchapter J, chapter 1, subtitle A of the Code, as amended, and shall be
construed accordingly.

      (d)   Trust Assets.  The principal of the Trust, and any earnings thereon
            ------------
shall be held separate and apart from other funds of the Sponsor 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 Plan and this Trust Agreement shall be mere
unsecured contractual rights of Participants and their beneficiaries against the
Sponsor. Any assets held by the Trust will be subject to the claims of the
Sponsor's general creditors under federal and state law in the event of the
Sponsor's Insolvency, as defined in Section 14(a), and subject to an Affiliate's
creditors in the event of the subsidiary's Insolvency,

                                        4

<PAGE>

as defined in Section 14(a), to the extent Trust assets were contributed to the
Trust on behalf of the Affiliate's employees.

      (e)   Contributions. It is the intent of the parties that this Trust
            -------------
remain fully funded at all times. However, in the event that the Sponsor ceases
to make contributions at any point in time and/or the Sponsor has knowledge that
a Change of Control is imminent, the Sponsor shall, as soon as practicable after
said contribution is due and/or as soon as practicable after the Sponsor has
knowledge that a Change in Control is imminent, but no later than the day
immediately preceding the contribution due date or the Change in Control,
identify and contribute to the Trust the sum of the following (collectively the
"Full Funding Amount"):

            (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.

      (f)   Administrator. Until a Potential Change in Control or a Change in
            -------------
Control, "Administrator" means the Compensation and Organization Committee of
the Board of Directors of Sponsor ("Board"). Upon a Potential Change in Control
or a Change in Control, any changes in the membership of the Administrator,
including appointment of new members to replace resigning members, will be made
by the Administrator itself. The Administrator shall have the duty to inform the
Trustee, in writing, of a Potential Change in Control or a Change in Control,
and the Trustee shall have no responsibility to comply with the Potential Change
in Control or Change in Control provisions of this Agreement until the Trustee
has received such written notice.

      (g)   Non-Assignment. Benefit payments to Participants and their
            --------------
beneficiaries funded under this Trust 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.

Section 3. Payments to Sponsor. Except as provided under Section 14, after the
           -------------------
Trust has become irrevocable, the Sponsor shall have no right to retain or
divert to others any of the Trust assets before all payment of benefits have
been made to the Participants and their beneficiaries pursuant to the terms of
the Plan.

                                       5

<PAGE>

Section 4. Disbursements.
           -------------

      (a)   Directions from Administrator. The Trustee shall disburse monies to
            -----------------------------
Participants and their beneficiaries for benefit payments in the amounts that
the Administrator directs from time to time in writing. The Trustee shall not
disburse monies to any non-employees or other persons, including but not limited
to, any directors or non-resident alien participants, who are required to
receive any form other than Internal Revenue Service ("IRS") Form W-2 (Wage and
Tax Statement), nor shall the Trustee be responsible for ascertaining whether
the Administrator's direction complies with the terms of the Plan or applicable
law. With regard to said Participants, the Trustee shall disburse monies to the
Administrator in accordance with a Payment Schedule ("Payment Schedule") that
indicates the amounts payable in respect of each Participant and such other
details deemed appropriate by both the Administrator and the Trustee, and the
Administrator shall retain full responsibility for making disbursements to any
non-employees or other persons, including but not limited to, any directors or
non-resident alien participants, who are required to receive any form other than
IRS Form W-2 . The Trustee shall be responsible for Federal and State income tax
reporting or withholding with respect to Plan benefits paid from the Trust. The
Trustee shall not be responsible for FICA (Social Security and Medicare), any
Federal or State unemployment or local tax with respect to Plan distributions.

      (b)   Payments with No Stated Procedure. If a payment required under the
            ---------------------------------
terms of the Plan has not been made to a Participant, and the underlying Plan
has no stated procedure for the Participant to collect the benefits, then the
Participant may notify the Trustee in writing of the amount (or a reasonable
estimate of the amount) owed to the Participant pursuant to the Plan, and the
date such amount was due and payable. The Trustee shall notify the Administrator
within fifteen (15) calendar days of the receipt of such a payment request. If
the Trustee does not receive from the Sponsor a notarized statement as to the
proper amount due and payable to the Participant within thirty (30) calendar
days of the date the Trustee notified the Administrator in writing of the
payment request, then the Trustee shall make the payment requested by the
Participant from the assets of the Trust, and may conclusively rely on such
payment or payments as being the appropriate amount. The Trustee also shall
notify the Administrator of such payment and to the extent of such payment, the
Sponsor's obligation to the Participant for benefits under the Plan shall be
deemed satisfied. If the Sponsor's notarized statement as to the proper amount
due and payable to the Participant differs from the amount set forth in the
Participant payment request, then the Trustee shall retain any disputed amount
in Trust pending resolution of the dispute by the Sponsor and the Participant
pursuant to the Plan. Subject to the sufficiency of the assets of the Trust,
payment shall be made to a Participant from the Trust in accordance with the
terms of this Section 4(b) and the Plan until the earlier of:

                                       7


<PAGE>

            (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.

      (c)   Limitations.  The Trustee shall not be required to make any
            -----------
disbursement in excess of the net realizable value of the assets of the Trust at
the time of the disbursement. If the assets are not sufficient to make such
distributions, the Sponsor shall be obligated to make the balance of each
payment when due. The Trustee shall not be required to make any disbursement in
cash unless the Administrator has provided a written direction as to the assets
to be converted to cash for the purpose of making the disbursement.

      (d)   Participants Subject to Federal Income Taxation.  Except as
            -----------------------------------------------
otherwise provided herein, in the event of any final determination by the IRS or
a court of competent jurisdiction which determination is not appeallable or the
time for appeal or protest of which has expired, or the receipt by the Trustee
of a substantially unqualified opinion of tax counsel selected by the Trustee,
which determination determines, or which opinion opines, that any Participant is
subject to Federal income taxation on amounts held in trust hereunder prior to
the distribution to the Participant of such amounts, the Trustee shall, upon
receipt by the Trustee of such opinion or notice of such determination, pay to
such Participant the portion of the Trust corpus includible in such
Participant's Federal gross income and, to the extent of such payment, the
Sponsor's obligation to the Participant for benefits under the Plan shall be
deemed satisfied.

Section 5. Investment of Trust.
           -------------------

      (a)   Selection of Investment Options.  The Trustee shall have no
            -------------------------------
responsibility for the selection of investment options under the Trust and shall
not render investment advice to any person in connection with the selection of
such options.

      (b)   Available Investment Options.  The Sponsor shall direct the Trustee
            ----------------------------
as to what investment options the Trust shall be invested in (i) during the
period beginning on the initial transfer of assets to the Trust, as a result of
a plan or partial plan acquisition, and ending on the completion of a
Participant Recordkeeping Reconciliation Period, and (ii) following a
Participant Recordkeeping

                                       8

<PAGE>

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.

      (c)   Investment Directions. In order to provide for an accumulation of
            ---------------------
assets comparable to the contractual liabilities accruing under the Plan, the
Sponsor may direct the Trustee in writing to invest the assets held in the Trust
to correspond to the hypothetical investments made for Participants under the
Plan. Such directions may be made by Plan Participants by use of a Participant
service representative, the VRS, the internet or such other electronic means as
may be agreed upon from time to time by the Sponsor and the Trustee, maintained
for such purposes by the Trustee or its agents, in accordance with Schedule "E."
In the event that the Trustee fails to receive a proper direction from the
Sponsor or from Participants, the assets in question shall be invested in
Fidelity Retirement Government Money Market Portfolio until the Trustee receives
a proper direction.

          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.

      (d)   Mutual Funds. The Sponsor hereby acknowledges that it has received
            ------------
from the Trustee a copy of the prospectus for each Mutual Fund selected by the
Sponsor as a Plan investment option. Trust investments in Mutual Funds shall be
subject to the following limitations:

            (i)   Execution of Purchases and Sales.  Purchases and sales of
                  --------------------------------
Mutual Funds (other than for exchanges) shall be made on the date on which the
Trustee receives from the Sponsor in good

                                       9

<PAGE>

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.

            (ii)  Voting. At the time of mailing of notice of each annual or
                  ------
special stockholders' meeting of any Mutual Fund, the Trustee shall send a copy
of the notice and all proxy solicitation materials to each Plan Participant who
has hypothetical shares of the Mutual Fund credited to the Participant's
accounts, together with a voting direction form for return to the Trustee or its
designee. The Participant shall have the right to direct the Trustee as to the
manner in which the Trustee is to vote the hypothetical shares credited to the
Participant's accounts. The Trustee shall vote the shares held in the Trust in
the same manner as directed by the Participant under the Plan. The Trustee shall
not vote shares for which it has received no corresponding directions from the
Participant. During a Participant Recordkeeping Reconciliation Period, the
Sponsor 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. With respect to
all rights other than the right to vote, the Trustee shall follow the directions
of the Sponsor. The Trustee shall have no duty to solicit directions from the
Sponsor.

      (e)   Stock.
            -----

            (i)   FMC Technologies Stock Fund. Trust investments in FMC
                  ---------------------------
Technologies Stock will not be permitted until the Spin-Off Date at which time
Trust investments in FMC Technologies Stock shall be made via the FMC
Technologies Stock Fund. Investments in the FMC Technologies Stock Fund shall
consist primarily of shares of FMC Technologies Stock. The FMC Technologies
Stock Fund shall 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 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 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 hypothetical,
proportional interest in the FMC Technologies Stock Fund shall be

                                       10

<PAGE>

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.

          (A) Acquisition Limit. Pursuant to the Plan, the Trust may be
              -----------------
invested in FMC Technologies Stock to the extent necessary to comply with
investment directions in accordance with this Agreement. The Sponsor shall be
responsible for providing specific direction on any acquisition limits required
by the Plan or applicable law. Notwithstanding anything herein to the contrary,
contributions and exchanges into the FMC Technologies Stock Fund are prohibited
after the Sponsor distributes its interest in FMC Technologies, Inc.

          (B) Fiduciary Duty. The Sponsor shall continually monitor the
              --------------
suitability of acquiring and holding FMC Technologies Stock. The Trustee shall
not be liable for any loss or expense which arises from the directions of the
Sponsor 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.

          (C) Purchases and Sales of FMC Technologies Stock. Unless otherwise
              ---------------------------------------------
directed by the Sponsor in writing pursuant to directions that the Trustee can
administratively implement, the following provisions shall govern purchases and
sales of FMC Technologies Stock.

              (I) Open Market Purchases and Sales. Purchases and sales of
                  -------------------------------

                                       11

<PAGE>

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.

                            (II)   Purchases and Sales from or to Sponsor. If
                                   --------------------------------------
directed by the Sponsor in writing prior to the trading date, the Trustee may
purchase or sell FMC Technologies Stock from or to the Sponsor if the purchase
or sale is for adequate consideration and no commission is charged.

                            (III)  Use of an Affiliated Broker. The Sponsor
                                   ---------------------------
hereby directs the Trustee to use NFSLLC to provide brokerage services in
connection with any purchase or sale of FMC Technologies Stock on the open
market, except in circumstances where the Trustee has determined, in accordance
with its standard trading guidelines or pursuant to Sponsor direction, to seek
expedited settlement of the trades. NFSLLC shall execute such directions
directly or through any of its affiliates. The provision of brokerage services
shall be subject to the following:

                                   (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

                                       12

<PAGE>

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.

                     (D)    Execution of Sales of Units.  Unless otherwise
                            ---------------------------
directed in writing pursuant to directions that the Trustee can administratively
implement, sales of units shall be made as follows:

                            (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.

                     (E)    Securities Law Reports. The Trustee shall not be
                            ----------------------
responsible for filing any reports required under Federal or state securities
laws with respect to the Trust's ownership of FMC Technologies Stock, including,
without limitation, any reports required under section 13 or 16 of the
Securities Exchange Act of 1934. The Sponsor shall be responsible for
immediately notifying the Trustee in writing of any requirement known to the
Sponsor to stop purchases or sales of FMC Technologies Stock. The Trustee shall
provide to the issuer of FMC Technologies Stock such information on the Trust's

                                       13

<PAGE>

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.

                    (F) Voting and Tender Offers. Notwithstanding any other
                        ------------------------
provision of this Agreement the provisions of this Section shall govern the
voting and tendering of FMC Technologies Stock. The Sponsor shall pay for all
printing, mailing, tabulation and other costs associated with the voting and
tendering of FMC Technologies Stock to the extent that such costs are not paid
for by the issuer of FMC Technologies Stock.

                        (I) Voting.
                            ------

              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

                                       15

<PAGE>

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.

                        (II)  Tender Offers.
                              -------------

                              (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,

                                       16

<PAGE>

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.

                     (G)  General.  With respect to all shareholder rights other
                          -------
than the right to vote, the right to tender, and the right to withdraw shares
previously tendered, in the case of FMC Technologies Stock, the Trustee shall
follow the procedures set forth in section 5(e)(i)(F)(I), above.

                     (H)  Conversion. All provisions in this Section 5(e)(i)
                          ----------
shall also apply to any securities received as a result of a conversion of FMC
Technologies Stock.

                     (I)  Notice. As soon as practicable following the Spin-Off
                          ------
Date, the Sponsor shall provide written notice to the Trustee regarding the date
on which the Sponsor distributed its interest in FMC Technologies, Inc. Said
written notice shall: (1) include all information deemed reasonably necessary by
the Trustee and the Sponsor to carry out the terms of this Agreement and (2) be
sent by certified or registered mail, return receipt requested, to the Trustee
c/o Dennis Maguire, Fidelity Investments, 300 Puritan Way, MM3H, Marlborough, MA
01752-3078.

               (ii)  FMC Stock Fund. Trust investments in FMC Stock shall be
                     --------------
made via the FMC Stock Fund. Investments in the FMC Stock Fund shall consist
primarily of shares of FMC Stock. The FMC Stock Fund shall 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

                                       17

<PAGE>

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.

               (A) Acquisition Limit. Pursuant to the Plan, the Trust may be
                   -----------------
invested in FMC Stock to the extent necessary to comply with investment
directions in accordance with this Agreement. The Sponsor shall be responsible
for providing specific direction on any acquisition limits required by the Plan
or applicable law.

               (B) Fiduciary Duty. The Sponsor shall continually monitor the
                   --------------
suitability of acquiring and holding FMC Stock. The Trustee shall not be liable
for any loss or expense which arises from the directions of the Sponsor 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.

               (C) Purchases and Sales of FMC Stock. Unless otherwise directed
                   --------------------------------
by the Sponsor in writing pursuant to directions that the Trustee can
administratively implement, the following provisions shall govern purchases and
sales of FMC Stock.

                                       18

<PAGE>

             (I)   Open Market Purchases and Sales. Purchases and sales of FMC
                   -------------------------------
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 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 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.

             (II)  Purchases and Sales from or to Sponsor. If directed by the
                   --------------------------------------
Sponsor in writing prior to the trading date, the Trustee may purchase or sell
FMC Stock from or to the Sponsor if the purchase or sale is for adequate
consideration and no commission is charged. If Sponsor contributions (employer)
or contributions made by the Sponsor on behalf of the Participants (employee)
under the Plan are to be invested in FMC Stock, the Sponsor may transfer FMC
Stock in lieu of cash to the Trust.

             (III) Use of an Affiliated Broker. The Sponsor hereby directs the
                   ---------------------------
Trustee to use NFSLLC to provide brokerage services in connection with any
purchase or sale of FMC Stock on the open market, except in circumstances where
the Trustee has determined, in accordance with its standard trading guidelines
or pursuant to Sponsor direction, to seek expedited settlement of the trades.
NFSLLC shall execute such directions directly or through any of its affiliates.
The provision of brokerage services shall be subject to the following:

                   (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

                                       19

<PAGE>

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.

                        (D) Execution of Purchases and Sales of Units. Unless
                            -----------------------------------------
otherwise directed in writing pursuant to directions that the Trustee can
administratively implement, purchases and sales of units shall be made as
follows:

                            (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.

                        (E) Securities Law Reports. The Trustee shall not be
                            ----------------------
responsible for filing any reports required under Federal or state securities
laws with respect to the Trust's ownership of FMC Stock, including, without
limitation, any reports required under section 13 or 16 of the Securities
Exchange Act of 1934. The Sponsor shall be responsible for immediately notifying
the Trustee in writing

                                       20

<PAGE>

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.

          (F) Voting and Tender Offers. Notwithstanding any other provision of
              ------------------------
this Agreement the provisions of this Section shall govern the voting and
tendering of FMC Stock. The Sponsor shall pay for all printing, mailing,
tabulation and other costs associated with the voting and tendering of FMC s
Stock.

              (I)  Voting. 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 vote as directed by the Sponsor, except as
otherwise required by law. Directions from the Sponsor to the Trustee concerning
the voting 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.

              (II) Tender Offers.
                   -------------

                   (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.

          (G) General. With respect to all shareholder rights other than the
              -------
right to vote, the right to tender, and the right to withdraw shares previously
tendered, in the case of FMC Stock, the Trustee shall follow the procedures set
forth in subsection F(I) above.

                                       21

<PAGE>

                     (H) Conversion. All provisions in this Section 5(e)(ii)
                         ----------
shall also apply to any securities received as a result of a conversion of FMC
Stock.

         (f)   Trustee Powers. The Trustee shall have the following powers and
               --------------
authority:

               (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.

                                       22

<PAGE>

               (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.

Section 6.  Recordkeeping and Administrative Services to Be Performed.
            ---------------------------------------------------------

         (a)   General. The Trustee shall perform those recordkeeping and
               -------
administrative functions described in Schedule "A" attached hereto. These
recordkeeping and administrative functions shall be performed within the
framework of the Administrator's written directions regarding the Plan's
provisions, guidelines and interpretations.

         (b)   Accounts. The Trustee shall keep accurate accounts of all
               --------
investments, receipts, disbursements, and other transactions hereunder, and
shall report the value of the assets held in the Trust as of the last day of
each fiscal quarter of the Plan and, if not on the last day of a fiscal quarter,
the date on which the Trustee resigns or is removed as provided in Section 9 of
this Agreement or is terminated as provided in Section 11. Within thirty (30)
days following each Reporting Date or within sixty (60) days in the case of a
Reporting Date caused by the resignation or removal of the Trustee, or the
termination of this Agreement, the Trustee shall file with the Administrator a
written account setting forth all investments, receipts, disbursements, and
other transactions effected by the Trustee between the Reporting Date and the
prior Reporting Date, and setting forth the value of the Trust as of the
Reporting Date. Except as otherwise required under applicable law, upon the
expiration of one (1) year from the date of filing such account with the
Administrator, the Trustee shall have no liability or further accountability to
anyone with respect to the propriety of its acts or transactions shown in such
account, except with respect to such acts or transactions as to which the
Sponsor shall within such one (1) year period file with the Trustee written
objections. During said one (1) year period, errors caused by the Trustee, its
agents or affiliates will be corrected by the Trustee at the Trustee's expense.
After said one (1) year period, errors will be corrected by the Trustee at the
Sponsor's expense.

         (c)   Inspection and Audit. Prior to the termination of this Agreement,
               --------------------
all records generated by the Trustee in accordance with paragraphs (a) and (b)
shall be open to inspection and audit, during the

                                       23

<PAGE>

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.

         (d) Effect of Plan Amendment. The Trustee's provision of the
             ------------------------
recordkeeping and administrative services set forth in this Section 6 shall be
conditioned on the Sponsor delivering to the Trustee a copy of any amendment to
the Plan as soon as administratively feasible following the amendment's
adoption, and on the Administrator providing the Trustee on a timely basis with
all the information the Administrator deems necessary for the Trustee to perform
the recordkeeping and administrative services and such other information as the
Trustee may reasonably request.

         (e) Returns, Reports and Information. The Administrator shall be
             --------------------------------
responsible for the preparation and filing of all returns, reports, and
information required of the Trust or Plan by law. The Trustee shall provide the
Administrator with such information in the Trustee's regular format, which shall
be machine readable, as the Administrator may reasonably request to make these
filings at no additional cost to the Sponsor or the Trust. The Administrator
shall also be responsible for making any disclosures to Participants required by
law.

Section 7. Compensation and Expenses. Sponsor shall pay to Trustee, within
           -------------------------
thirty (30) days of receipt of the Trustee's bill, the fees for services in
accordance with Schedule "B". All fees for services are specifically outlined in
Schedule "B" and are based on any assumptions identified therein. To reflect
increased operating costs, but not prior to September 28, 2002, Trustee may once
each calendar year amend Schedule B without the Sponsor's consent upon ninety
(90) days prior notice to the Sponsor.

         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.

                                       24

<PAGE>

Section 8. Directions and Indemnification.
           ------------------------------

         (a) Identity of Administrator. The Trustee shall be fully protected in
             -------------------------
relying on the fact that the Administrator under the Plan is the individual or
persons named as such above or such other individuals or persons as the Sponsor
may notify the Trustee in writing.

         (b) Directions from Administrator. Whenever the Administrator provides
             -----------------------------
a direction to the Trustee, the Trustee shall not be liable for any loss, or by
reason of any breach, arising from the direction if the direction is contained
in a writing (or is oral and immediately confirmed in a writing) signed by any
individual whose name and signature have been submitted (and not withdrawn) in
writing to the Trustee by the Administrator in the form attached hereto as
Schedule "C", provided the Trustee reasonably believes the signature of the
individual to be genuine. Such direction may be made via electronic data
transfer ("EDT") 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 have no responsibility to ascertain any
direction's (i) accuracy, (ii) compliance with the terms of the Plan or any
applicable law, or (iii) effect for tax purposes or otherwise.

         (c) Directions from Participants. The Trustee shall not be liable for
             ----------------------------
any loss which arises from any Participant's exercise or non-exercise of rights
under Section 5 over the assets in the Participant's accounts.

         (d) Indemnification. The Sponsor shall indemnify the Trustee against,
             ---------------
and hold the Trustee harmless from, any and all loss, damage, penalty,
liability, cost, and expense, including without limitation, reasonable
attorneys' fees and disbursements ("Losses"), that may be incurred by, imposed
upon, or asserted against the Trustee by reason of any claim asserted by any
person by reason of the Trustee's service under the Trust whereby the Trustee
has acted in good faith reliance on the direction of the Administrator or
information provided by the Administrator or Sponsor, excepting any and all
Losses arising from the Trustee's negligence, bad faith, or breach of this
Agreement.

         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.

                                       25

<PAGE>

         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.

         (e)  Survival. The provisions of this Section 8 shall survive the
              --------
termination of this Agreement.

Section 9.  Resignation or Removal of Trustee.
            ---------------------------------

         (a)  Resignation. The Trustee may resign at any time upon sixty (60)
              -----------
days' notice in writing to the Sponsor, unless a shorter period of notice is
agreed upon by the Sponsor.

         (b)  Removal. The Administrator may remove the Trustee at any time upon
              -------
thirty (30) days' notice in writing to the Trustee, unless a shorter period of
notice is agreed upon by the Trustee. Upon the occurrence of a Potential Change
in Control or a Change in Control, the Sponsor may not remove the Trustee unless
the Administrator appoints a nationally recognized successor corporate trustee
to serve under this Agreement until all benefits payable hereunder are
distributed to the Participants and/or their beneficiaries.

Section 10. Successor Trustee.
            -----------------

         (a)  Appointment. If the office of Trustee becomes vacant for any
              -----------
reason, the Sponsor may in writing appoint a successor trustee under this
Agreement. The successor trustee shall have all of the rights, powers,
privileges, obligations, duties, liabilities, and immunities granted to the
Trustee under this Agreement. The successor trustee and predecessor trustee
shall not be liable for the acts or omissions of the other with respect to the
Trust.

         (b)  Acceptance. When the successor trustee accepts its appointment
              ----------
under this Agreement, title to and possession of the Trust assets shall
immediately vest in the successor trustee without any further action on the part
of the predecessor trustee. The predecessor trustee shall execute all
instruments and do all acts that reasonably may be necessary or reasonably may
be requested in writing by the Sponsor or the successor trustee to vest title to
all Trust assets in the successor trustee or to deliver all Trust assets to the
successor trustee.

                                       26

<PAGE>

         (c)  Corporate Action. Any successor of the Trustee or successor
              ----------------
trustee, through sale or transfer of the business or trust department of the
Trustee or successor trustee, or through reorganization, consolidation, or
merger, or any similar transaction, shall, upon consummation of the transaction,
become the successor trustee under this Agreement.

Section 11. Termination. This Agreement may be terminated at any time by the
            -----------
Sponsor upon sixty (60) days' notice in writing to the Trustee. On the date of
the termination of this Agreement, the Trustee shall forthwith transfer and
deliver to such individual or entity as the Sponsor shall designate, all cash
and assets then constituting the Trust. If, by the termination date, the Sponsor
has not notified the Trustee in writing as to whom the assets and cash are to be
transferred and delivered, the Trustee may bring an appropriate action or
proceeding for leave to deposit the assets and cash in a court of competent
jurisdiction. The Trustee shall be reimbursed by the Sponsor for all costs and
expenses of the action or proceeding including, without limitation, reasonable
attorneys' fees and disbursements.

Section 12. Resignation, Removal, and Termination Notices. All notices of
            ---------------------------------------------
resignation, removal, or termination under this Agreement must be in writing and
mailed to the party to which the notice is being given by certified or
registered mail, return receipt requested, to the Sponsor c/o Vice President and
General Counsel, FMC Corporation, 1735 Market Street, Philadelphia, Pennsylvania
19103, and to the Trustee c/o John M. Kimpel, Fidelity Investments, 82
Devonshire Street, F7A, Boston, Massachusetts 02109, or to such other addresses
as the parties have notified each other of in the foregoing manner.

Section 13. Duration. This Trust shall continue in effect without limit as to
            --------
time, subject, however, to the provisions of this Agreement relating to
amendment, modification, and termination thereof.

Section 14. Insolvency of Sponsor.
            ---------------------

         (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.

                                       27

<PAGE>

              (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).

Section 15. Change in Control. For purposes of this Trust, Change in Control
            -----------------
shall mean the happening of any of the following events:

                                       28

<PAGE>

         (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

                                       29

<PAGE>

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.

Section 16. Amendment or Termination.
            ------------------------

         (a)  Amendment. This Agreement may be amended by a written instrument
              ---------
executed by the Trustee and the Sponsor. Notwithstanding the foregoing, no such
amendment shall conflict with the terms of the Plan or shall make the Trust
revocable after it has become irrevocable in accordance with Section 2(b)
hereof. Following a Change in Control, any amendment of the Trust requires the
approval of the Administrator.

         (b)  Termination. The Trust shall not terminate until the date on which
              -----------
Participants and their beneficiaries are no longer entitled to benefits pursuant
to the terms of the Plan unless sooner revoked in accordance with Section 2(b)
hereof. Upon termination of the Trust any assets remaining in the Trust shall be
returned to the Sponsor.

Section 17. Electronic Services.
            -------------------

         (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

                                       30

<PAGE>

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.

Section 18. General.
            -------

                                       31

<PAGE>

         (a)  Performance by Trustee, its Agents or Affiliates. The Sponsor
              ------------------------------------------------
acknowledges and authorizes that the services to be provided under this
Agreement shall be provided by the Trustee, its agents or affiliates, or
successor to any of them, and that such services shall conform to the terms of
this Agreement.

         (b)  Entire Agreement. This Agreement together with the schedules
              ----------------
attached hereto, and the letter between Fidelity and FMC Corporation dated
September 28, 2001, (which letter is incorporated by reference solely with
respect to the calculation of the fees as detailed on Schedule B hereto), which
are hereby incorporated by reference, contain all of the terms agreed upon
between the parties with respect to the subject matter hereof. The use of
capitalized terms in the schedules shall have the meaning as defined herein.

         (c)  Waiver. No waiver by either party of any failure or refusal to
              ------
comply with an obligation hereunder shall be deemed a waiver of any other or
subsequent failure or refusal to so comply.

         (d)  Successors and Assigns. The stipulations in this Agreement shall
              ----------------------
inure to the benefit of, and shall bind, the successors and assigns of the
respective parties.

         (e)  Partial Invalidity. If any term or provision of this Agreement or
              ------------------
the application thereof to any person or circumstances shall, to any extent, be
invalid or unenforceable, the remainder of this Agreement, or the application of
such term or provision to persons or circumstances other than those as to which
it is held invalid or unenforceable, shall not be affected thereby, and each
term and provision of this Agreement shall be valid and enforceable to the
fullest extent permitted by law.

         (f)  Section Headings. The headings of the various sections and
              ----------------
subsections of this Agreement have been inserted only for the purposes of
convenience and are not part of this Agreement and shall not be deemed in any
manner to modify, explain, expand or restrict any of the provisions of this
Agreement.

Section 19. Governing Law.
            -------------

         (a)  Massachusetts Law Controls. This Agreement was made in the
              --------------------------
Commonwealth of Massachusetts, and the Trust shall be administered as a
Massachusetts trust. The validity, construction, effect, and administration of
this Agreement shall be governed by and interpreted in accordance with the

                                       32

<PAGE>

laws of the Commonwealth of Massachusetts, except to the extent those laws are
superseded under section 514 of ERISA.

         (b)  Trust Agreement Controls. The Trustee is not a party to the Plan,
              ------------------------
and in the event of any conflict between the provisions of the Plan and the
provisions of this Agreement, the provisions of this Agreement shall control
with respect to the rights, duties and responsibilities of the Trustee, and 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               Vice President


                                             FIDELITY MANAGEMENT TRUST
                                             COMPANY



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

                                       33


<PAGE>


                                  Schedule "A"

                    RECORDKEEPING AND ADMINISTRATIVE SERVICES
                    -----------------------------------------


*    The Trustee will provide only the recordkeeping and administrative services
     set forth on this Schedule "A" and no others.

Administration
--------------

*    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
----------

*    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.

                                       34

<PAGE>

                            Schedule "A" (continued)
                                          ---------

*    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.

Other
-----

*    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.

Communication Services.
----------------------

*    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.

                                       35

<PAGE>

                                  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.
--------------------------------------------------------------------------------

                                       36

<PAGE>

                                  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

            FMC Corporation Nonqualified Savings and Investment Plan
            --------------------------------------------------------

       *** 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


                                       37

<PAGE>

                                  Schedule "D"

              OPERATIONAL GUIDELINES FOR NON-FIDELITY MUTUAL FUNDS
              ----------------------------------------------------

Pricing
-------
By 7:00 p.m. Eastern Time ("ET) each Business Day, the Non-Fidelity Mutual Fund
Vendor (Fund Vendor) will input the following information ("Price Information")
into the Fidelity Participant Recordkeeping System ("FPRS") via the remote
access price screen that FIIOC, an affiliate of the Trustee, 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 daily accrual
for interest rate factor ("mil rate"). FIIOC must receive Price Information each
Business Day (a "Business Day" is any day the New York Stock Exchange is open).
If on any Business Day the Fund Vendor does not provide such Price 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 ("Trade Date Plus One"),
FIIOC will provide, via facsimile, to the Fund Vendor a consolidated report of
net purchase or net redemption activity that occurred in each of the Funds 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 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.

Prospectus Delivery
-------------------
FIIOC shall be responsible for the timely delivery of Fund prospectuses and
periodic Fund reports to Plan 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
Plan Participants. FIIOC shall bear the costs of mailing prospectuses to Plan
Participants.

                                       38

<PAGE>

                             Schedule "D" (continued)
                                           ---------

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 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 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.

Indemnification
---------------
The Fund Vendor shall be responsible for compensating Participants and/or FIIOC
in the event that losses occur as a result of (1) the Fund Vendor's failure to
provide FIIOC with Price Information or (2) providing FIIOC with incorrect Price
Information.

                                       39

<PAGE>

                                  Schedule "E"

                               EXCHANGE GUIDELINES
                               -------------------


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.


                                  Mutual Funds
                                  ------------

         Exchanges Between Mutual Funds
         ------------------------------

         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.

                           FMC Technologies Stock Fund
                           ---------------------------

In accordance with Schedule "F", the following rules will govern exchanges:

I.       Exchanges From Mutual Funds to FMC Technologies Stock Fund
         ----------------------------------------------------------

         Exchanges into the FMC Technologies Stock Fund are prohibited.



II.      Exchanges From FMC Technologies Stock Fund to Mutual Funds
         ----------------------------------------------------------

         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


                                       40

<PAGE>

     processed.

                             Schedule "E" (continued)
                                           ---------


                                 FMC Stock Fund
                                 --------------

 In accordance with Schedule "G", the following rules will govern exchanges:

I.   Exchanges From Mutual Funds to FMC Stock Fund
     ---------------------------------------------

     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.

II.  Exchanges From FMC Stock Fund to Mutual Funds
     ---------------------------------------------

     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.

                                       41

<PAGE>

                                  Schedule "F"

          SPECIFIED HEIRARCHY - AVAILABLE LIQUIDITY PROCEDURES FOR FMC
          ------------------------------------------------------------
                             TECHNOLOGIES STOCK FUND
                             -----------------------

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.

                                       42

<PAGE>

                                  Schedule "G"

     SPECIFIED HEIRARCHY - AVAILABLE LIQUIDITY PROCEDURES FOR FMC STOCK
     ------------------------------------------------------------------
                                      FUND
                                      ----


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.

                                       43

<PAGE>

                                  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

                                       44

</TEXT>
</DOCUMENT>
