<PAGE>

                                                                    Exhibit 10.1

                            Tax Sharing Agreement,

                           dated as of May 31, 2001,

                                 by and among

                                FMC Corporation

                                      and

                            FMC Technologies, Inc.
<PAGE>

                             TAX SHARING AGREEMENT
                             ---------------------

                  TAX SHARING AGREEMENT (this "Agreement"), dated as of May 31,
                                               ---------
2001, by and between FMC Corporation, a Delaware corporation ("FMC"), and FMC
                                                               ---
Technologies, Inc., a Delaware corporation and a wholly-owned subsidiary of FMC
("Subsidiary").
  ----------

                                   RECITALS
                                   --------

                  WHEREAS, FMC is the common parent corporation of an affiliated
group of corporations within the meaning of Section 1504(a) of the Code (as
defined herein) and of consolidated, combined, unitary and other similar groups
as defined under similar laws of other jurisdictions, and Subsidiary and certain
Subsidiary Affiliates (as defined herein) are members of such groups;

                  WHEREAS, the groups of which FMC is the common parent and
Subsidiary and the Subsidiary Affiliates are members file or intend to file
Consolidated Returns and Combined Returns (as defined herein);

                  WHEREAS, FMC and Subsidiary have entered into a Separation and
Distribution Agreement dated as of May 31, 2001 (the "Separation Agreement"),
                                                      --------------------
and subject to the terms and conditions thereof, FMC wishes to transfer and
assign to Subsidiary substantially all of the assets and liabilities currently
associated with the Technologies Business (as defined below) and the stock,
investments and similar interests currently held by FMC in subsidiaries and
other entities that conduct such business (the "Separation");
                                                ----------

                  WHEREAS, following the Separation, FMC and Subsidiary
currently contemplate that Subsidiary will make an initial public offering (the
"IPO") of Subsidiary common stock (the "Common Stock") that will reduce FMC's
 ---                                    ------------
ownership of Subsidiary on a fully-diluted basis to not less than 80.1 percent;

                  WHEREAS, FMC intends to distribute in the Spin-Off (as defined
below) all of its shares of Common Stock, on a pro rata basis, to the holders of
the common stock of FMC, subject to the terms and conditions of the Separation
Agreement;

                  WHEREAS, prior to consummating the Separation and the Spin-
Off, various FMC Affiliates and the Subsidiary Affiliates will have undertaken
the transactions contemplated by the Restructuring (as defined below) that are
designed to separate the Technologies Business from the Chemical Business (as
defined below), and Intermountain Research and Development Corporation, a
Wyoming corporation and a wholly-owned subsidiary of FMC, will distribute all of
the stock of FMC International A.G. ("FMC International"), a Swiss corporation,
to FMC (the "Internal Distribution");
             ---------------------

                                      -1-
<PAGE>

                  WHEREAS, the Separation, the Spin-Off, the Internal
Distribution and certain of the transactions involved in the Restructuring are
intended to qualify as tax-free reorganizations and distributions under Sections
368(a)(1)(D) and 355 of the Code;

                  WHEREAS, at the close of business on the day on which the
Spin-Off occurs (the "Distribution Date"), the taxable year of Subsidiary shall
                      -----------------
close for U.S. federal income tax purposes; and

                  WHEREAS, in contemplation of the Spin-Off pursuant to which
Subsidiary and its domestic subsidiaries will cease to be members of the FMC
Group (as defined below), FMC and Subsidiary wish to set forth the principles
and responsibilities of the parties to this Agreement regarding the allocation
of Taxes (as defined herein) and other related liabilities and adjustments with
respect to Taxes, Proceedings (as defined herein) and other related Tax matters.

                  NOW, THEREFORE, in consideration of the premises and the
representations, covenants and agreements contained herein and intending to be
legally bound, the parties hereto hereby agree as follows:

          Section 1.   Definitions. Capitalized terms not otherwise defined
                       -----------
herein shall have the meanings ascribed to such terms in the Separation
Agreement. As used in this Agreement, capitalized terms shall have the following
meanings (such meanings to be equally applicable to both the singular and plural
forms of the terms defined).

                  "Acceptable Letter of Credit" shall mean a clean,
                   ---------------------------
unconditional and irrevocable letter of credit in favor of FMC, issued or
confirmed for direct payment by a commercial bank that is a member of the New
York Clearinghouse Association and qualifies as "well capitalized" (as such term
is defined in section 325.103(b)(1) of the regulations of the Federal Deposit
Insurance Corporation (12 C.F.R. ss. 325.103(b)(1)) which shall (a) provide that
the issuing bank shall pay to FMC an amount up to the face amount thereof upon
presentation of only the letter of credit and a sight draft in the face amount,
(b) have an expiration date of not less than one year from its date of issuance
and provide for automatic renewal, without amendment, for an additional one year
term followed by consecutive periods of six (6) months, unless the issuing bank
sends written notice to FMC not less than one hundred and twenty (120) days
prior to the then expiration date of the letter of credit that it elects not to
have the same renewed (a "Non-Renewal Notice") and (c) otherwise be in a form
satisfactory to FMC.

                  "Actually Realized" or "Actually Realizes" means, for purposes
                   -----------------      -----------------
of determining the timing of the incurrence of any Income Tax Liability or the
realization of a Refund (or any related Tax Benefit (as defined below) or Tax
Detriment (as defined below)) by a Person in respect of any payment,
transaction, occurrence or event, the time at which the amount of Income Taxes
paid by such Person is increased above or reduced below the amount of Income
Taxes that such Person would have been required to pay but for such payment,
transaction, occurrence or event or, in the case of a cash refund, the date on
which such refund is actually received.

                  "Actually Utilized" means, with respect to a Tax Asset, that
                   -----------------
the Tax Asset reduced the amount of Taxes that such a Person would have been
required to pay but for such Tax Asset or, in the case of a cash refund, that
such refund was actually received.

                                      -2-
<PAGE>

                  "Aggregate Assumed Spin-Off Tax Liabilities" means (i) the sum
                   ------------------------------------------
of the Assumed Spin-Off Tax Liabilities with respect to each relevant Taxing
Jurisdiction plus (ii) an amount equal to the amount of interest that would
accrue on the amount determined under clause (i) calculated at 110% of the
highest Underpayment Rate for U.S. corporations from the Distribution Date until
the date that is thirty months after the Distribution Date.

                  "Aggregate Spin-Off Tax Liabilities" means the sum of the
                   ----------------------------------
Spin-Off Disqualification Taxes with respect to each Taxing Jurisdiction.

                  "Agreement" has the meaning set forth in the Recitals.
                   ---------

                  "Assumed Spin-Off Tax Liabilities" means, with respect to any
                   --------------------------------
Taxing Jurisdiction (as defined below), the product of (x) the excess of (A)
105% of the highest trading value of Common Stock during the five Business Days
following the Spin-Off over (B) the tax basis, per-share, in the Common Stock
held by FMC, (y) the number of shares of Common Stock held by FMC and
distributed in the Spin-Off and (z) the Taxing Jurisdiction's highest marginal
tax rate applicable to the taxable income of corporations on income of the
character subject to tax and indemnified against under this Agreement.

                  "Board Certification" shall mean a certified copy of a
                   -------------------
resolution of Subsidiary's Board of Directors in which the Board, after an
investigation of the facts and advice concerning the applicable law, finds and
warrants to FMC that (a) following the transaction at issue, Subsidiary or any
Subsidiary Affiliate will not have issued or agreed to issued (including, for
these purposes, any sale of or agreement to sell stock of Subsidiary or any
Subsidiary Affiliate by FMC or any FMC Affiliate) (i) more than 40% (by vote or
value), in the case of a Board Certification provided pursuant to Section
10(a)(1)(vi)(c) hereof or (ii) more than 35% (by vote or value), in the case of
a Board Certification provided pursuant to Section 10(a)(1)(vi)(d) hereof, of
its outstanding stock (determined immediately prior to the IPO) taking into
account all issuances of (and agreements to issue) Equity Securities (and
assuming the exercise of all such Equity Securities and the closing of all such
agreements) from the point in time immediately prior to the IPO to the date
immediately following such transaction, (b) if such transaction involves a
merger, Subsidiary will be the surviving entity and the merger will not be a
reverse subsidiary merger in which Subsidiary is the surviving entity and (c)
the facts and conclusions contained in the resolution will be true and correct
at the time the transaction at issue closes.

                  "Business Day" means any day other than a Saturday, a Sunday
                   ------------
or a day on which banking institutions located in the State of Illinois are
authorized or obligated by law or executive order to close.

                  "Carryback" means the carryback of a Tax Attribute (including,
                   ---------
without limitation, a net operating loss, a net capital loss or a tax credit) by
a member of the Subsidiary Group (as defined below) (i) from a Post-
Deconsolidation Period to a Straddle Period or a Pre-Deconsolidation Period or
(ii) from a Straddle Period to a Pre-Deconsolidation Period.

                  "Chemical Business" means all the businesses and operations
                   -----------------
(including related joint ventures and alliances) of FMC, other than the
Technologies Business.

                  "Code" means the United States Internal Revenue Code of 1986,
                   ----
as amended.

                                      -3-
<PAGE>

                  "Combined Group" means a group of corporations or other
                   --------------
entities that files a Combined Return or a corporation or other entity that
files a Combined Return described in clause (ii) or clause (iii) of the
definition of "Combined Return."
               ---------------

                  "Combined Return" means any Tax Return with respect to Non-
                   ---------------
Federal Taxes (i) filed on a consolidated, combined (including nexus
combination, worldwide combination, domestic combination, line of business
combination or any other form of combination) or unitary basis wherein
Subsidiary or one or more Subsidiary Affiliates join in the filing of such Tax
Return (for any taxable period or portion thereof) with FMC or one or more FMC
Affiliates, (ii) filed on a separate basis that includes Tax Items relating to,
or arising from, both the Technologies Business and the Chemical Business, or
(iii) pursuant to which Tax Items or Tax Assets of (A) FMC (or any FMC
Affiliate) are included on a separate Tax Return of Subsidiary (or any
Subsidiary Affiliate) or (B) Subsidiary (or any Subsidiary Affiliate) are
included on a separate Tax Return of FMC (or any FMC Affiliate).

                  "Common Stock" has the meaning set forth in the Recitals.
                   ------------

                  "Consolidated Group" means an affiliated group of corporations
                   ------------------
within the meaning of Section 1504(a) of the Code that files a Consolidated
Return.

                  "Consolidated Return" means any Tax Return with respect to
                   -------------------
Federal Income Taxes filed on a consolidated basis wherein Subsidiary or one or
more Subsidiary Affiliates join in the filing of such Tax Return (for any
taxable period or portion thereof) with FMC or one or more FMC Affiliates.

                  "Deconsolidation" means with respect to each Tax Return (i)
                   ---------------
any event pursuant to which Subsidiary ceases to be a subsidiary corporation
includable in the Consolidated Return, (ii) any event pursuant to which neither
Subsidiary nor any Subsidiary Affiliate continues to be included in a Combined
Return which includes FMC and/or a FMC Affiliate, (iii) any event (including as
a result of transactions contemplated by the Restructuring) pursuant to which
Tax Items relating to, or arising from, both the Technologies Business and the
Chemical Business are no longer included on a Combined Return described in
clause (ii) of the definition of Combined Return or (iv) any event pursuant to
which a Tax Return described in clause (iii) of the definition of Combined
Return no longer includes Tax Items or Tax Assets of both FMC (or any FMC
Affiliate) and Subsidiary (or any Subsidiary Affiliate).

                  "Deconsolidation Date" means with respect to each Tax Return
                   --------------------
the day on which a Deconsolidation occurs.

                  "Deconsolidation Tax" means any Tax, resulting from a
                   -------------------
Deconsolidation, that results from the application of Section 1.1502-13 or
Section 1.1502-19 or any predecessor provision of the Treasury Regulations (or
any similar provision under Non-Federal Tax law).

                  "Distribution Date" has the meaning set forth in the Recitals.
                   -----------------

                  "Equity Securities" means any stock or other equity securities
                   -----------------
treated as stock for tax purposes, or options, warrants, rights, convertible
debt, or any other instrument or security that affords any Person the right,
whether conditional or otherwise, to acquire stock.

                                      -4-
<PAGE>

                  "Estimated Tax Installment Date" means the installment due
                   ------------------------------
dates prescribed in Section 6655(c) of the Code (presently April 15, June 15,
September 15 and December 15).

                  "Federal Income Tax" means any Tax imposed under Subtitle A of
                   ------------------
the Code or any other provision of United States federal Income Tax law
(including the Taxes imposed by Sections 11, 55, 59A, and 1201(a) of the Code),
and any interest, additions to Tax or penalties applicable or related thereto.

                  "Federal Tax" means any Tax imposed under the Code or
                   -----------
otherwise under United States federal Tax law.

                  "Fifty-Percent or Greater Interest" shall have the meaning
                   ---------------------------------
ascribed to such term for purposes of Sections 355(d) and (e) of the Code.

                  "Final Determination" means the final resolution of any Tax
                   -------------------
(or other matter) for a taxable period, including related interest or penalties,
that, under applicable law, is not subject to further appeal, review or
modification through proceedings or otherwise, including (1) by the expiration
of a statute of limitations or a period for the filing of claims for Refunds,
amending Tax Returns, appealing from adverse determinations, or recovering any
Refund (including by offset), (2) by a decision, judgment, decree, or other
order by a court of competent jurisdiction, which has become final and
unappealable, (3) by a closing agreement or an accepted offer in compromise
under Section 7121 or 7122 of the Code, or comparable agreements under laws of
other jurisdictions, (4) by execution of an Internal Revenue Service Form 870 or
870AD, or by a comparable form under the laws of other jurisdictions (excluding,
however, with respect to a particular Tax Item for a particular taxable period
any such form that reserves (whether by its terms or by operation of law) the
right of the taxpayer to file a claim for Refund and/or the right of the Tax
Authority to assert a further deficiency with respect to such Tax Item for such
period), or (5) by any allowance of a Refund or credit, but only after the
expiration of all periods during which such Refund or credit may be recovered
(including by way of offset).

                  "FMC" has the meaning set forth in the Recitals.
                   ---

                  "FMC Affiliate" means any corporation or other entity in which
                   -------------
FMC owns more than fifty percent (50%) of the total combined voting power (at
any time after the completion of the Restructuring), other than Subsidiary or
any Subsidiary Affiliate.

                  "FMC Group" means the affiliated group of corporations as
                   ---------
defined in Section 1504(a) of the Code, or similar group of entities as defined
under corresponding provisions of the laws of other jurisdictions, of which FMC
is the common parent, and any corporation or other entity which is a member of
such group for the relevant taxable period or portion thereof, but excluding any
member of the Subsidiary Group.

                  "FMC Subsidiaries" means all direct and indirect subsidiaries
                   ----------------
of FMC other than Subsidiary and its subsidiaries.

                  "Income Tax" means (a) any Tax based upon, measured by, or
                   ----------
calculated with respect to (1) net income or profits (including, without
limitation, any capital gains Tax, minimum Tax and any Tax on items of Tax
preference, but not including sales, use, real or personal

                                      -5-
<PAGE>

property, gross or net receipts, transfer or similar Taxes) or (2) multiple
bases if one or more of the bases upon which such Tax may be based, measured by,
or calculated with respect to, is described in clause (1) above, or (b) any
United States state or local franchise Tax.

                  "Income Tax Liability" means all liabilities for Income Taxes.
                   --------------------

                  "Indemnifiable Loss Deduction" has the meaning set forth in
                   ----------------------------
Section 6.3(b) of this Agreement.

                  "Indemnified Loss" has the meaning set forth in Section 6.3(b)
                   ----------------
of this Agreement.

                  "Indemnified Party" means any Person that has received or is
                   -----------------
seeking indemnification pursuant to the provisions of this Agreement.

                  "Indemnifying Party" means any party hereto from which any
                   ------------------
Indemnified Party has received or is seeking indemnification pursuant to the
provisions of this Agreement.

                  "Independent Entity" has the meaning set forth in Section 8 of
                   ------------------
this Agreement.

                  "Internal Distribution" has the meaning set forth in the
                   ---------------------
Recitals.

                  "IPO" has the meaning set forth in the Recitals.
                   ---

                  "IPO Date" means the date of the closing of the IPO in
                   --------
accordance with Article III of the Separation Agreement and the Underwriting
Agreements.

                  "Losses" has the meaning set forth in the Separation
                   ------
Agreement.

                  "Non-Federal Combined Tax" means any Non-Federal Tax with
                   ------------------------
respect to which a Combined Return is filed.

                  "Non-Federal Separate Tax" means any Non-Federal Tax other
                   ------------------------
than a Non-Federal Combined Tax.

                  "Non-Federal Tax" means any Tax other than a Federal Tax.
                   ---------------

                  "Non-Renewal Notice" shall have the meaning set forth in the
                   ------------------
definition of "Acceptable Letter of Credit."

                  "Option" means an option to acquire common stock, or other
                   ------
equity-based incentives the economic value of which is designed to mirror that
of an option, including non-qualified stock options, discounted non-qualified
stock options, cliff options to the extent stock is issued or issuable (as
opposed to cash compensation), and tandem stock options to the extent stock is
issued or issuable (as opposed to cash compensation).

                  "Other Foreign Restructuring Tax" means any Tax, other than a
                   -------------------------------
Federal Tax, a United States state or local Tax or a Spin-Off Disqualification
Tax, resulting directly from a Secondary Restructuring.

                                      -6-
<PAGE>

                  "Payment Period" has the meaning set forth in Section 6.4 of
                   --------------
this Agreement.

                  "Person" means and includes any individual, partnership, joint
                   ------
venture, limited liability company, corporation, association, joint stock
company, trust, unincorporated organization or similar entity or a governmental
authority or any department or agency or other unit thereof.

                  "Post-Deconsolidation Period" means any taxable period with
                   ---------------------------
respect to a Consolidated Return or Combined Return, as the case may be, (i)
beginning with respect to Subsidiary and/or any Subsidiary Affiliate after a
Deconsolidation Date and/or (ii) the portion of the Straddle Period commencing
on the Deconsolidation Date.

                  "Pre-Deconsolidation Period" means any taxable period with
                   --------------------------
respect to a Consolidated Return or Combined Return, as the case may be, (i)
beginning with respect to Subsidiary and/or any Subsidiary Affiliate on or
before the Separation Date and on or before a Deconsolidation Date, and/or (ii)
the portion of the Straddle Period ending on the Deconsolidation Date.

                  "Pre-Restructuring Foreign Dividend" means (i) the payment of
                   ----------------------------------
an actual dividend (as defined under U.S. Tax law) by a foreign Subsidiary
Affiliate to Subsidiary or Parent; (ii) a transaction which by its terms will
give rise to a deemed dividend under Section 956 of the Code; (iii) a
transaction by which a foreign Subsidiary Affiliate makes a distribution which
is treated as a return of capital (due to the absence of accumulated earnings
and profits for U.S. Tax purposes); or (iv) a transaction by which a foreign
Subsidiary Affiliate makes a distribution which for U.S. purposes is treated as
a distribution of previously taxed income (as defined in Section 959 of the
Code), in each case prior to or in connection with the Restructuring.

                  "Privilege" means any privilege that may be asserted under
                   ---------
applicable law including any privilege arising under or relating to the
attorney-client relationship (including the attorney-client and work product
privileges), the accountant-client privilege, and any privilege relating to
internal evaluation processes.

                  "Prime Rate" means, for any day, the rate of interest per
                   ----------
annum established from time to time by The Chase Manhattan Bank as its prime
rate in effect on such day at its principal office in New York City, plus 150
basis points.

                  "Pro Forma Subsidiary Group Combined Return" means a pro forma
                   ------------------------------------------
Non-Federal Combined Tax return or other schedule prepared pursuant to Section
4.3 of this Agreement.

                  "Pro Forma Subsidiary Group Consolidated Return" means a pro
                   ----------------------------------------------
forma consolidated Federal Income Tax return or other schedule prepared pursuant
to Section 4.2 of this Agreement.

                  "Proceeding" means any assessment, audit, or other examination
                   ----------
by any Tax Authority, relating to Taxes (including Refunds), whether
administrative or judicial, and any appeal of the foregoing.

                                      -7-
<PAGE>

                  "Qualified Tax Counsel" means a nationally recognized
                   ---------------------
independent public accounting firm or law firm, which does not currently
represent Subsidiary or any Subsidiary Affiliate, as shall be agreed upon by FMC
and Subsidiary.

                  "Qualifying Pre-Restructuring Foreign Dividend" mean a Pre-
                   ---------------------------------------------
Restructuring Foreign Dividend in connection with which an amount equal to such
Pre-Restructuring Foreign Dividend (net of any foreign withholding tax) is
remitted to Parent and, after the Restructuring, the obligation to repay such
amount, if any, is transferred to and assumed by, or remains with, Subsidiary.

                  "Refund" means any refund of Taxes, including any reduction in
                   ------
Tax liabilities by means of a credit, offset or otherwise.

                  "Representatives" means with respect to any Person, any of
                   ---------------
such Person's directors, officers, employees, agents, consultants, advisors,
accountants, attorneys and representatives.

                  "Restated Tax Saving Amount" has the meaning set forth in
                   --------------------------
Section 6.3(c) of this Agreement.

                  "Restriction Period" means the period beginning on the date
                   ------------------
hereof and ending thirty (30) months after the Distribution Date.

                  "Restructuring" means the series of transactions contemplated
                   -------------
by the Separation Agreement relating to (i) any transfer or assignment of the
Technologies Business and any Technologies Subsidiary to Subsidiary and the
Subsidiary Affiliates, (ii) any transfer or assignment of the Chemical Business
and any FMC Subsidiary from Subsidiary and the Subsidiary Affiliates and (iii)
any other transaction undertaken to restructure or separate the Technologies
Business and the Technology Subsidiaries, on the one hand, and the Chemical
Business and the FMC Subsidiaries, on the other hand, in connection with the
IPO; provided, however, that the Internal Distribution and the Spin-Off shall
     --------  -------
not be treated as part of the Restructuring.

                  "Restructuring Tax" means any Tax resulting from the
                   -----------------
Restructuring imposed upon FMC or any FMC Affiliate or Subsidiary or any
Subsidiary Affiliate; provided that, such term shall not refer to any Spin-Off
Disqualification Tax.

                  "Ruling" means (a) the initial private letter ruling, if any,
                   ------
issued by the Service in connection with the Spin-Off and/or the Internal
Distribution (and, in each case, any related transactions) or (b) any similar
ruling issued by any Tax Authority other than the Service in connection with the
Spin-Off and/or the Internal Distribution (and, in each case, any related
transactions).

                  "Ruling Documents" means (a) the request for the Ruling
                   ----------------
submitted to the Service, together with the appendices and exhibits thereto and
any supplemental filings or other materials subsequently submitted to the
Service, in connection with the Spin-Off and/or the Internal Distribution (and,
in each case, any related transactions) or (b) any similar filings submitted to
any other Tax Authority in connection with the Spin-Off and/or the Internal
Distribution (and, in each case, any related transactions).

                                      -8-
<PAGE>

                  "Secondary Restructuring" means (a) a secondary public
                   -----------------------
offering pursuant to which FMC sells shares of Common Stock or (b) a Spin-Off.

                  "Separate Return" means any Tax Return with respect to Non-
                   ---------------
Federal Separate Taxes filed by FMC, Subsidiary, or any of their respective
affiliates.

                  "Separation" has the meaning set forth in the Recitals.
                   ----------

                  "Separation Agreement" has the meaning set forth in the
                   --------------------
Recitals.

                  "Separation Date" means the date on which the Separation
                   ---------------
occurs.

                  "Service" means the Internal Revenue Service or any successor
                   -------
agency or authority.

                  "Spin-Off" means any distribution (or exchange) by FMC or any
                   --------
FMC Affiliate, with respect to its stock, of the stock of Subsidiary (or any
successor corporation or corporation which owns stock of Subsidiary) in a
transaction intended to qualify under Section 355 of the Code.

                  "Spin-Off Disqualification Tax" means any Taxes (and other
                   -----------------------------
costs, liabilities, expenses or damages) imposed upon or incurred by FMC or any
FMC Affiliate or Subsidiary or any Subsidiary Affiliate that are attributable
to, or result from, the failure of the Spin-Off and/or the Internal Distribution
to qualify under Section 355 of the Code (including, without limitation, any Tax
attributable to the application of Section 355(d), Section 355(e) or Section
355(f) of the Code to the Spin-Off and/or the Internal Distribution) or
corresponding provisions of the laws of other jurisdictions. Each Tax referred
to in the immediately preceding sentence shall be determined using the highest
statutory marginal corporate income Tax rate for the relevant taxable period (or
portion thereof).

                  "Straddle Period" means any taxable period with respect to a
                   ---------------
Consolidated Return or Combined Return, as the case may be, beginning with
respect to Subsidiary and/or any Subsidiary Affiliate on or before the
Deconsolidation Date and ending after the Deconsolidation Date.

                  "Subsidiary" has the meaning set forth in the Recitals.
                   ----------

                  "Subsidiary Affiliate" means (i) any corporation or other
                   --------------------
entity in which Subsidiary owns directly or indirectly more than fifty percent
(50%) of the total combined voting power (at any time after the completion of
the Restructuring), (ii) any non-stock entity such as a contractual joint
venture, alliance, consortium or similar entity in which the Technology
Businesses have participated and (iii) any of the entities listed on Exhibit A
hereto.

                  "Subsidiary Group" means the affiliated group of corporations
                   ----------------
as defined in Section 1504(a) of the Code, or similar group of entities as
defined under corresponding provisions of the laws of other jurisdictions
following the completion of the Restructuring, of which Subsidiary would be the
common parent if it were not a subsidiary of FMC, and any corporation

                                      -9-
<PAGE>

or other entity which would be a member of such group for the relevant taxable
period or portion thereof.

                  "Subsidiary Group Combined Tax Liability" means, with respect
                   ---------------------------------------
to any taxable period, the Subsidiary Group's liability for Non-Federal Combined
Taxes as determined under Section 4.3 of this Agreement.

                  "Subsidiary Group Federal Income Tax Liability" means, with
                   ---------------------------------------------
respect to any taxable period, the Subsidiary Group's liability for Federal
Income Taxes as determined under Section 4.2 of this Agreement.

                  "Subsidiary IPO Tax Return" has the meaning set forth in
                   -------------------------
Section 9.2(a) of this Agreement.

                  "Subsidiary Restructuring Tax Return" has the meaning set
                   -----------------------------------
forth in Section 9.2(b) of this Agreement.

                  "Supplemental Ruling" means (a) any private letter ruling
                   -------------------
(other than the Ruling) issued by the Service in connection with the Spin-Off
and/or the Internal Distribution (and, in each case, any related transactions)
or (b) any similar ruling issued by any Tax Authority other than the Service in
connection with the Spin-Off and/or the Internal Distribution (and, in each
case, any related transactions).

                  "Supplemental Ruling Documents" means (a) the request for the
                   -----------------------------
Supplemental Ruling submitted to the Service, together with the appendices and
exhibits thereto and any supplemental filings or other materials subsequently
submitted to the Service, in connection with the Spin-Off and/or the Internal
Distribution (and, in each case, any related transactions) or (b) any similar
filings submitted to any other Tax Authority in connection with the Spin-Off
and/or the Internal Distribution (and, in each case, any related transactions).

                  "Tax" means any charges, fees, levies, imposts, duties, or
                   ---
other assessments of a similar nature, including income, alternative or add-on
minimum, gross receipts, profits, lease, service, service use, wage, wage
withholding, employment, workers compensation, business occupation, occupation,
premiums, environmental, estimated, excise, employment, sales, use, transfer,
license, payroll, franchise, severance, stamp, occupation, windfall profits,
withholding, social security, unemployment, disability, ad valorem, highway use,
commercial rent, capital stock, paid up capital, recording, registration,
property, real property gains, value added, business license, custom duties, or
other tax or governmental fee of any kind whatsoever, imposed or required to be
withheld by any Tax Authority including any interest, additions to tax, or
penalties applicable or related thereto.

                  "Tax Asset" means any Tax Item that could reduce a Tax,
                   ---------
including, without limitation, a net operating loss, net capital loss,
investment tax credit, foreign tax credit, charitable deduction or credit
related to alternative minimum tax or any other Tax credit.

                  "Tax Attribute" means a consolidated net operating loss, a
                   -------------
consolidated net capital loss, a consolidated unused investment credit, a
consolidated unused foreign tax credit, or a consolidated excess charitable
contribution (as such terms are used in Treasury Regulations

                                      -10-
<PAGE>

1.1502-79 and 1.1502-79A), or a U.S. federal minimum tax credit or U.S. federal
general business credit (but not tax basis or earnings and profits) that arises
in a Pre-Deconsolidation Period (including the taxable period in which the
Deconsolidation Date occurs) and can be carried to a taxable period ending after
the Deconsolidation Date.

                  "Tax Authority" means a governmental authority (foreign or
                   -------------
domestic) or any subdivision, agency, commission or authority thereof or any
quasi-governmental or private body having jurisdiction over the assessment,
determination, collection or imposition of any Tax (including, without
limitation, the Service).

                  "Tax Benefit" means a reduction in the Tax liability (or,
                   -----------
without duplication, the increase in any Refund) of a taxpayer (or the
affiliated group of which it is a member) for any taxable period. Except as
otherwise provided in this Agreement, a Tax Benefit shall be deemed to have been
realized or received from a Tax Item in a taxable period only if and to the
extent that the Tax liability of the taxpayer (or of the affiliated group of
which it is a member) for such period, after taking into account the effect of
the Tax Item on the Tax liability of such taxpayer in the current period and all
other prior periods, is less than it would have been if such Tax liability were
determined without regard to such Tax Item.

                  "Tax Detriment" means an increase in the Tax liability (or,
                   -------------
without duplication, the reduction in any Refund) of a taxpayer (or the
affiliated group of which it is a member) for any taxable period. Except as
otherwise provided in this Agreement, a Tax Detriment shall be deemed to have
been realized or received from a Tax Item in a taxable period only if and to the
extent that the Tax liability of the taxpayer (or of the affiliated group of
which it is a member) for such period, after taking into account the effect of
the Tax Item on the Tax liability of such taxpayer in the current period and all
other prior periods, is greater than it would have been if such Tax liability
were determined without regard to such Tax Item.

                  "Tax-Free Status" means the qualification of (A) the Spin-Off
                   ---------------
(i) as a transaction described in Sections 355(a)(1) and 368(a)(1)(D) of the
Code, (ii) as a transaction in which the stock distributed thereby is qualified
property for purposes of section 355(c)(2) of the Code, and (iii) as a
transaction in which FMC recognizes no income or gain other than intercompany
items or excess loss accounts taken into account pursuant to applicable Treasury
Regulations promulgated pursuant to Section 1502 of the Code and (B) the
Internal Distribution (i) as a transaction described in Sections 355(a)(1) and
368(a)(1)(D) of the Code, (ii) as a transaction in which the stock distributed
thereby is qualified property for purposes of section 355(c)(2) of the Code, and
(iii) as a transaction in which FMC recognizes no income or gain other than
intercompany items or excess loss accounts taken into account pursuant to
applicable Treasury Regulations promulgated pursuant to Section 1502 of the
Code.

                  "Tax Item" means any item of income, gain, loss, deduction or
                   --------
credit, or other attribute that may have the effect of increasing or decreasing
any Tax.

                  "Tax-Related Losses" means (without duplication):
                   ------------------

                       (i)   the Aggregate Spin-Off Tax Liabilities,

                                      -11-
<PAGE>

                       (ii)  all accounting, legal and other professional fees,
and court costs incurred in connection with any settlement, Final Determination,
judgment or other determination with respect to such Aggregate Spin-Off Tax
Liabilities, and

                       (iii) all costs, expenses and damages associated with
stockholder litigation or controversies and any amount paid by FMC or Subsidiary
in respect of the liability of shareholders, whether paid to shareholders or to
the Service or any other Tax Authority payable by FMC or Subsidiary or their
respective Affiliates, in each case, resulting from the failure of the Spin-Off
and/or the Internal Distribution to qualify for Tax-Free Status.

                  "Tax Return" means any return, report, certificate, form or
                   ----------
similar statement or document (including, any related or supporting information
or schedule attached thereto and any information return, amended Tax Return,
claim for Refund or declaration of estimated tax) required to be supplied to, or
filed with, a Tax Authority in connection with the determination, assessment or
collection of any Tax or the administration of any laws, regulations or
administrative requirements relating to any Tax.

                  "Tax Saving Amount" has the meaning set forth in Section
                   -----------------
6.3(b) of this Agreement.

                  "Taxing Jurisdiction" means the United States and each and
                   -------------------
every other government or governmental unit (foreign and domestic) having
jurisdiction to tax any of FMC, the FMC Affiliates, Subsidiary and the
Subsidiary Affiliates.

                  "Technologies Business" has the meaning set forth in the
                   ---------------------
Separation Agreement.

                  "Technologies Subsidiaries" has the meaning set forth in the
                   -------------------------
Separation Agreement.

                  "Treasury Regulations" means the final, temporary and proposed
                   --------------------
income tax regulations promulgated under the Code, as such regulations may be
amended from time to time (including corresponding provisions of succeeding
regulations).

                  "Underpayment Rate" means the annual rate of interest
                   -----------------
described in Section 6621(c) of the Code for large corporate underpayments of
Income Tax (or similar provision of state, local, or foreign Income Tax law, as
applicable), as determined from time to time.

                  "Underwriting Agreements" has the meaning set forth in the
                   -----------------------
Separation Agreement.

                  "Unqualified Tax Opinion" means an unqualified "will" opinion
                   -----------------------
of Qualified Tax Counsel on which FMC may rely, in form and substance reasonably
acceptable to FMC (and in determining whether an opinion is reasonably
acceptable, FMC may consider, among other factors, the appropriateness of any
underlying assumptions and management's representations if used as a basis for
the opinion) to the effect that a transaction (taking into account all prior
transactions and agreements during the Restriction Period) will not disqualify
the Spin-Off from Tax-Free Status, assuming that the Spin-Off would have
qualified for Tax-Free Status if such transaction did not occur.

                                      -12-
<PAGE>

     Section 2.     Filing and Preparation of Tax Returns
                    -------------------------------------

             2.1    In General. (a) Except to the extent provided in Sections
2.2(c) and (d) of this Agreement, FMC shall have the sole and exclusive
responsibility for the preparation and filing of, and shall prepare and file or
cause to be prepared and filed: (1) all Consolidated Returns and (2) all
Combined Returns. Notwithstanding the immediately preceding sentence, Subsidiary
shall (subject to Section 2.2(b) of this Agreement) be responsible for preparing
and filing, and shall prepare and file or cause to be prepared and filed, any
Combined Return of Subsidiary or any Subsidiary Affiliate described in clause
(ii) or clause (iii)(A) of the definition of "Combined Return."

                    (b)  Except as otherwise provided in Section 2.1(a) and
Section 2.2 of this Agreement, Subsidiary shall have the sole and exclusive
responsibility for the preparation and filing of, and shall prepare and file or
cause to be prepared and filed, all Tax Returns of Subsidiary and any Subsidiary
Affiliate; provided that, without limiting FMC's rights contained elsewhere in
this Agreement or limiting Subsidiary's obligations under this Agreement, if FMC
owns (or at any time during the taxable period to which such Tax Return relates
owned) a Fifty-Percent or Greater Interest in the outstanding stock of
Subsidiary, Subsidiary shall, at the request of FMC, submit such Tax Returns to
FMC (no later than forty (40) Business Days prior to the due date for the filing
of such Tax Returns (taking into account applicable extensions)) for FMC's
review and approval, which approval shall not be unreasonably withheld.
Subsidiary shall, at its expense, promptly provide FMC with such information and
documentation as FMC shall reasonably request in connection with such review and
approval.

                    (c)  Within thirty (30) Business Days from the Separation
Date, Subsidiary shall provide Parent with a completed year-end reporting
package (containing such information and in such form as FMC shall direct) for
the period January 1, 2001 through the Separation Date.

                    (d)  Within thirty (30) Business Days from the Distribution
Date, Subsidiary shall provide Parent with a completed year-end reporting
package (containing such information and in such form as FMC shall direct) for
the period through the Distribution Date.

                    (e)  Within ten (10) Business Days of the end of the 2001
calendar year, Subsidiary shall provide Parent with such supplemental Tax
information (containing such information and in such form as FMC shall direct)
as Parent shall reasonably request for completion of its annual financial
statements.

             2.2    Manner of Preparing and Filing Tax Returns. (a) All Tax
Returns filed after the date of this Agreement by FMC, any FMC Affiliate,
Subsidiary or any Subsidiary Affiliate shall be (1) prepared in a manner that is
consistent with (i) Sections 5.1 and 5.2 of this Agreement and (ii) any Ruling
Documents, Supplemental Ruling Documents, Ruling or Supplemental Ruling, and (2)
filed on a timely basis (taking into account applicable extensions) by the party
responsible for such filing under Section 2.1 of this Agreement.

                    (b)  Subject to Sections 2.2(c) and (d) of this Agreement,
FMC shall have the exclusive right, in its sole discretion, with respect to any
Tax Return described in Sec-

                                      -13-
<PAGE>

tion 2.1(a) of this Agreement (without regard to which party is responsible for
preparing and filing such Tax Return) to determine (1) the manner in which such
Tax Return shall be prepared and filed, including the elections, methods of
accounting, positions, conventions and principles of taxation to be used and the
manner in which any Tax Item shall be reported, (2) whether any extensions may
be requested, (3) the elections that will be made or revoked by FMC, each FMC
Affiliate, Subsidiary, and each Subsidiary Affiliate on such Tax Return, (4)
whether any amended Tax Returns shall be filed, (5) whether any claims for
Refund shall be made, (6) whether any Refunds shall be paid by way of refund or
credited against any liability for the related Tax, and (7) whether to retain
outside firms to prepare or review such Tax Return, whom to retain for such
purpose and the scope of any such retention.

               (c)  Subsidiary shall, at its expense, be responsible for
preparing (or causing to be prepared) and shall provide to FMC (or cause to be
so provided), all information that FMC shall reasonably request, in such form as
FMC shall reasonably request (including in the form of Pro Forma Subsidiary
Group Consolidated Returns and Pro Forma Subsidiary Group Combined Returns),
relating to the rights and obligations of FMC with respect to Taxes and Tax
Returns hereunder, including any such information so requested to enable FMC to
prepare the Tax Returns that it is required to prepare under Section 2.1 and
allocate Taxes as required by this Agreement (which information shall be
provided by Subsidiary promptly after it is requested but in any event no later
than forty (40) Business Days prior to the due date (taking into account
extensions) of such Tax Return). Without limiting the generality of the
foregoing, Subsidiary shall, at its expense, prepare (or cause to be prepared)
the portions of the Consolidated Returns and Combined Returns (including making
any related elections and submitting any consents) that relate exclusively to
Subsidiary or any Subsidiary Affiliate or the Technologies Business. Subsidiary
shall submit (1) any portions of the Tax Returns referred to in the immediately
preceding sentence or (2) any Combined Return referred to in the last sentence
of Section 2.1(a) of this Agreement to FMC at least forty (40) Business Days (or
such shorter period as agreed to by FMC) prior to the due date for the filing of
such Tax Returns (taking into account applicable extensions) for FMC's review
and approval. Subsidiary shall provide FMC, each time that it delivers the
portion of a Consolidated Return or Combined Return for which it is responsible
pursuant to this Section 2.2(c) or any Combined Return referred to in the last
sentence of Section 2.1(a) of this Agreement, with a statement executed by an
officer of Subsidiary stating that there is substantial authority (within the
meaning of Section 1.6662-4(d) of the Treasury Regulations) with respect to
United States federal, state and local Tax Returns or similar appropriate
authoritative support with respect to any Tax Return other than United States
federal, state and local Tax Returns for each of the positions set forth on such
portion of the Tax Return or such Combined Return. Notwithstanding any other
provisions of this Agreement, Subsidiary shall use reasonable efforts to respond
promptly to specific questions from FMC concerning tax matters with respect to
which Subsidiary could reasonable be expected to have relevant information.

               (d)  Subsidiary shall have the right to request that FMC file an
amended Tax Return or claim for Refund relating to the portion of any
Consolidated Return or Combined Return which Subsidiary is responsible for
preparing under Section 2.2(c) of this Agreement or any Tax Item on any other
Consolidated Return or Combined Return that relates exclusively to the
Technologies Business, but only if such amended Tax Return would include
aggregate adjustments relating to Subsidiary and Subsidiary Affiliates in excess
of $5 million of Tax. Subsidiary shall be responsible for preparing the portion
of any such amended Tax Return

                                      -14-
<PAGE>

or claim for Refund relating to (i) the portion of the Consolidated Return or
Combined Return which Subsidiary is responsible for preparing under Section
2.2(c) of this Agreement or (ii) the Tax Item on any other Consolidated Return
or Combined Return that relates exclusively to the Technologies Business.
Subsidiary shall submit such portion of the amended Tax Return or claim for
Refund to FMC no later than forty (40) Business Days prior to the due date for
filing such amended Tax Return or claim for Refund for FMC's review, approval
and determination as to whether to honor such request and file such amended Tax
Return or claim for Refund.

                    (e)  In the event that a Tax Item affects a Tax Return
described in Section 2.1(a) of this Agreement and also affects a Tax Return
described in Section 2.1(b) of this Agreement that is filed after the date of
this Agreement, the filing party shall conform the treatment of such Tax Item in
any Tax Return described in Section 2.1(b) of this Agreement to the treatment of
such Tax Item in the applicable Tax Return described in Section 2.1(a) of this
Agreement.

                    (f)  Without limiting the generality of the foregoing
provisions of this Section 2, consistent with Section 6038 of the Code and
Treasury Regulation 1.6038-2(j)(1), Parent and Subsidiary agree specifically
that Subsidiary shall be responsible for the filing of all Forms 5471 (including
all related schedules, statements and forms) for tax year 2001 for all foreign
Subsidiary Affiliates which were, after the Restructuring, directly or
indirectly owned by Subsidiary. Subsidiary shall provide to the Parent proof of
the filing of all such Forms 5471 on or before the due date (including
extensions) of the Parent's Tax return for the period which includes the
Distribution Date.

               2.3  Agent. Subject to the other applicable provisions of this
Agreement, Subsidiary hereby irrevocably designates, and agrees to cause each
Subsidiary Affiliate to so designate, FMC as its sole and exclusive agent and
attorney-in-fact to take such action (including execution of documents) as FMC,
in its sole discretion, may deem appropriate in any and all matters (including
Proceedings) relating to any Tax Return described in Section 2.1(a) of this
Agreement. In furtherance of the immediately prior sentence, Subsidiary shall,
if requested by FMC, (i) execute (or cause to be executed) powers-of-attorney
and (ii) shall appoint (or cause to be appointed) one or more employees of FMC
or an FMC Affiliate as an officer of Subsidiary or a Subsidiary Affiliate.
Notwithstanding the foregoing, FMC shall not exercise its rights as attorney-in-
fact or permit any employee of FMC appointed as such an officer to exercise such
officer's rights in any manner that is inconsistent with the rights granted to
Subsidiary under this Agreement and nothing in this Section 2.3 shall limit
Subsidiary's rights under this Agreement.

         Section 3. Payment of Taxes to Tax Authorities
                    -----------------------------------

               3.1  Federal Income Taxes. FMC shall pay (or cause to be paid) to
the Service all Federal Income Taxes with respect to any Consolidated Return due
and payable for all Pre-Deconsolidation Periods.

               3.2  Non-Federal Combined Taxes. FMC shall pay (or cause to be
paid) to the appropriate Tax Authorities all Non-Federal Combined Taxes with
respect to any Combined Return due and payable for all Pre-Deconsolidation
Periods, provided that, with respect to those Tax Returns described in clauses
(ii) and (iii) of the definition of "Combined Return," (1) FMC

                                      -15-
<PAGE>

shall pay (or cause to be paid) to the appropriate Tax Authorities all Taxes due
with respect to any Tax Return of FMC (or any FMC Affiliate) and (2) Subsidiary
shall pay (or cause to be paid) to FMC or the appropriate Tax Authorities all
Taxes due with respect to any Tax Return of Subsidiary (or any Subsidiary
Affiliate).

               3.3  Non-Federal Separate Taxes. Subsidiary shall pay (or cause
to be paid) to the appropriate Tax Authorities all Non-Federal Separate Taxes of
Subsidiary or any Subsidiary Affiliate and shall have no claim against FMC or
any FMC Affiliate for any such Non-Federal Separate Taxes. FMC shall pay (or
cause to be paid) to the appropriate Tax Authorities all Non-Federal Separate
Taxes of FMC or any FMC Affiliate and shall have no claim against Subsidiary or
any Subsidiary Affiliate for any such Non-Federal Separate Taxes.

               3.4  Other Federal Taxes. The parties shall each pay (or cause to
be paid) to the appropriate Tax Authorities all of their respective Federal
Taxes (excluding Federal Income Taxes for Pre-Deconsolidation Periods which are
governed by Section 3.1 of this Agreement).

        Section 4.  Allocation of Taxes
                    -------------------

               4.1  Subsidiary Liability for Federal Income Taxes and Non-
Federal Combined Taxes. Except as otherwise provided in Sections 9, 10, 11 and
12 of this Agreement, for each Pre-Deconsolidation Period, Subsidiary shall be
liable for and shall pay to FMC an amount equal to the sum of the Subsidiary
Group Federal Income Tax Liability and the Subsidiary Group Combined Tax
Liability for such taxable period.

               4.2  Subsidiary Group Federal Income Tax Liability. Except as
otherwise provided in Sections 9, 10, 11 and 12 of this Agreement, with respect
to each Pre-Deconsolidation Period, the Subsidiary Group Federal Income Tax
Liability for such taxable period shall be the Subsidiary Group's liability for
Federal Income Taxes for such taxable period, as determined on a Pro Forma
Subsidiary Group Consolidated Return prepared:

                    (a)  on a basis consistent (including consistency with the
manner and principles of preparation contained in Section 2) with the
preparation of the Consolidated Return for such period, determined by including
only Tax Items of members of the Subsidiary Group which are included in the
Consolidated Return and by allocating Tax Assets to the Subsidiary Group to the
extent that the Tax Asset was created by a member of the Subsidiary Group and
such Tax Asset was Actually Utilized on the relevant Consolidated Return; and

                    (b)  applying the highest statutory marginal corporate
income Tax rate in effect for such taxable period (or portion thereof).

               4.3  Subsidiary Group Combined Tax Liability. Except as otherwise
provided in Sections 9, 10, 11 and 12 of this Agreement, with respect to any
Pre-Deconsolidation Period, the Subsidiary Group Combined Tax Liability shall be
the sum for such taxable period of the Subsidiary Group's liability for each
Non-Federal Combined Tax, as determined on Pro Forma Subsidiary Group Combined
Returns prepared in a manner consistent with the principles and procedures set
forth in Section 4.2 hereof. The Pro Forma Subsidiary Group Combined Returns
relating to Tax Returns described in clauses (ii) and (iii) of the definition of
"Combined

                                      -16-
<PAGE>

Return" shall be prepared by including only Tax Items and Tax Assets relating to
or arising from the Technologies Business.

               4.4  Cooperation. (a) Subsidiary shall prepare (or, if requested
by FMC, Subsidiary and FMC shall jointly prepare) any Pro Forma Subsidiary Group
Consolidated Returns and Pro Forma Subsidiary Group Combined Returns. FMC and
Subsidiary agree to cooperate in good faith in connection with the preparation
of such pro forma Tax Returns and agree to make reasonably available any
documents, information or employees in connection therewith.

                    (b)  The Pro Forma Subsidiary Group Consolidated Returns and
Pro Forma Subsidiary Group Combined Returns shall be completed no later than
fifty (50) Business Days following the date on which the related Consolidated
Return or Combined Return, as the case may be, is filed with the appropriate Tax
Authority. Any disputes relating to the reporting of any Tax Item on the pro
forma Tax Returns that have not been resolved within the fifty (50) Business Day
period referred to in the immediately preceding sentence shall be referred to
the Independent Entity, in accordance with the principles and procedures set
forth in Section 8 of this Agreement, but nothing in this Section 4.4 shall
limit any of FMC's rights under this Agreement, including FMC's right to approve
certain Tax Returns and to require compliance with Section 2.2(b) and the other
terms of this Agreement.

               4.5  Tax Sharing Installment Payments. (a) Federal Income Taxes.
Not later than five (5) Business Days prior to each Estimated Tax Installment
Date with respect to any Pre-Deconsolidation Period (including the Straddle
Period), the parties shall determine under the principles of Section 6655 of the
Code the estimated amount of the related installment of the Subsidiary Group
Federal Income Tax Liability. Subsidiary shall pay to FMC no later than two (2)
Business Days before such Estimated Tax Installment Date the amount thus
determined.

                    (b)  Non-Federal Combined Taxes. (1) FMC Tax Returns. FMC
shall, in connection with any installment payment (payable with respect to any
Combined Return filed by FMC) with respect to Non-Federal Combined Taxes for any
Pre-Deconsolidation Period, determine the estimated amount of the related
installment of the Subsidiary Group Combined Tax Liability. Within the first ten
(10) Business Days of any month, FMC may provide Subsidiary with a written
statement setting forth amounts FMC believes are owed by Subsidiary in
connection with any installment payments with respect to Non-Federal Combined
Taxes made by FMC for the immediately preceding month and any other month for
which a statement has not previously been provided by FMC. Subsidiary shall pay
the amounts set forth on any statement within five (5) Business Days following
the receipt of such statement.

               (2)  Subsidiary Tax Returns. Subsidiary shall, in connection with
any installment payment (payable with respect to any Combined Return prepared
and filed by Subsidiary) with respect to Non-Federal Combined Taxes for any Pre-
Deconsolidation Period, consistent with past practice, determine the estimated
amount of the related installment of the Subsidiary Group Combined Tax
Liability. Within the first ten (10) Business Days of any month, Subsidiary may
provide FMC with a written statement setting forth amounts Subsidiary believes
are owed by FMC in connection with any installment payments with respect to Non-
Federal Combined Taxes made by Subsidiary for the immediately preceding month
and any other month for which a statement has not previously been provided by
Subsidiary. The amount payable by

                                      -17-
<PAGE>

FMC pursuant to the immediately preceding sentence shall equal the aggregate
amount of the installment payment made by Subsidiary less the estimated amount
of the Subsidiary Group Combined Tax Liability related to such installment as
determined in the first sentence of this Section 4.5(b)(2). FMC shall pay the
amounts set forth on any statement within five (5) Business Days following the
receipt of such statement.

               4.6  Tax Sharing True-Up Payments. (a) Federal Income Taxes. Not
later than fifteen (15) Business Days following the completion of any Pro Forma
Subsidiary Group Consolidated Return, Subsidiary shall pay to FMC, or FMC shall
pay to Subsidiary, as appropriate, an amount equal to the difference, if any,
between the Subsidiary Group Federal Income Tax Liability for the Pre-
Deconsolidation Period and the aggregate amount paid by Subsidiary with respect
to such period under Section 4.5(a) of this Agreement.

                    (b)  Non-Federal Combined Taxes. Not later than fifteen (15)
Business Days following the completion of any Pro Forma Subsidiary Group
Combined Return, Subsidiary shall pay to FMC, or FMC shall pay to Subsidiary, as
appropriate, an amount equal to the difference, if any, between the Subsidiary
Group Combined Tax Liability for the Pre-Deconsolidation Period and the amounts
paid by Subsidiary with respect to such period under Sections 4.5(b)(1) and (2)
of this Agreement. For purposes of this Section 4.6(b), the amounts paid by
Subsidiary under (i) Section 4.5(b)(1) shall be the amounts paid to FMC and (ii)
Section 4.5(b)(2) shall be the amounts paid to the relevant Tax Authority less
any amounts received from FMC.

               4.7  Redetermination Amounts. Except as otherwise provided in
Sections 9, 10, 11 and 12 of this Agreement, for any Pre-Deconsolidation Period,
in the event of a redetermination of any Tax Item of any member of a
Consolidated Group or Combined Group as a result of a Final Determination, the
filing of a claim for Refund or the filing of an amended Tax Return pursuant to
which Taxes are paid to a Tax Authority or a Refund of Taxes is received from a
Tax Authority, FMC and Subsidiary shall prepare jointly, in accordance with the
principles and procedures set forth in this Section 4, revised Pro Forma
Subsidiary Group Consolidated Returns and/or revised Pro Forma Subsidiary Group
Combined Returns, as appropriate, to reflect the redetermination of such Tax
Item as a result of such Final Determination, filing of a claim for Refund or
filing of an amended Tax Return. Following the preparation of such revised pro
forma Tax Returns, FMC's and Subsidiary's payment obligations shall be
redetermined. A party hereto that is liable pursuant to this Section 4.7 to make
a payment by reason of a redetermination to another party hereto shall make such
payment with interest thereon, computed at the Underpayment Rate, from the due
date for filing such Tax Return for which the Tax liabilities were redetermined
until the date of payment pursuant to this Section 4.7 (but without duplication
of the amount of interest included in the Tax liabilities as so redetermined).
Such payment shall be made no later than five (5) Business Days prior to the
date that payment is due to the relevant Tax Authority by reason of such
redetermination. Notwithstanding anything herein to the contrary, for purposes
of this Agreement the Subsidiary shall be deemed to exist and deemed to be the
common parent for the Subsidiary Group for all periods prior the Restructuring
that the Technologies Business (as that term is defined in the Separation and
Distribution Agreement) or any part thereof operated as divisions of Parent.

                                      -18-
<PAGE>

                    4.8  Payment of Taxes for Post-Deconsolidation Periods.
Except as otherwise provided in this Agreement, FMC shall pay or cause to be
paid all Taxes and shall be entitled to receive and retain all Refunds of Taxes
with respect to Tax Returns relating to Post-Deconsolidation Periods for which
FMC has filing responsibility, including filing responsibility under this
Agreement. Except as otherwise provided in this Agreement, Subsidiary shall pay
or cause to be paid all Taxes and shall be entitled to receive and retain all
Refunds of Taxes with respect to Tax Returns relating to Post-Deconsolidation
Periods for which Subsidiary has filing responsibility, including under this
Agreement.

                    4.9  Special Rules For Allocating Taxes. (a) Closing of Tax
Years. For U.S. federal Income Tax purposes, the taxable year of the Subsidiary
Group shall end as of the close of the Deconsolidation Date with respect to
Subsidiary and, with respect to all other Income Taxes, FMC (or the appropriate
member of the FMC Group) and Subsidiary (or the appropriate member of the
Subsidiary Group) shall, unless prohibited by applicable law, take all action
necessary or appropriate to close the taxable period of the members of the
Subsidiary Group as of the close of such Deconsolidation Date. Neither any
member of the FMC Group nor any member of the Subsidiary Group shall take any
position inconsistent with the preceding sentence on any Income Tax Return. If a
Person is permitted but not required under applicable state, local or foreign
income tax laws to treat the Deconsolidation Date as the last day of a taxable
period, then the parties shall cause such Person to treat that day as the last
day of a taxable period.

                         (b)  Partnership and Flowthrough Entities. In the case
of any Income Tax Liability of any member of the FMC Group or the Subsidiary
Group which is attributable to the ownership by such member of an equity
interest in a partnership or other "flowthrough" entity for Income Tax purposes,
such allocation shall be made as if the taxable period of such partnership or
other "flowthrough" entity ended as of the close of the Deconsolidation Date;
provided that to the extent that the information necessary to compute such
allocation on the basis of an interim closing of the books of such "flowthrough"
entity is not available to FMC or Subsidiary, such allocation shall be made
between the period ending on the Deconsolidation Date and the period after the
Distribution Date in proportion to the number of days in each such period.

                    4.10 Separate Agreements. Notwithstanding any other
provision of this Agreement, in the event that there is a conflict between the
provisions of this Agreement governing the payment or allocation of Taxes and
any separate written agreement entered into in connection with the Restructuring
(including the Separation Agreement) regarding the payment or allocation of
Taxes, such separate agreement shall control.

             Section 5.  Tax Attributes
                         --------------

                    5.1  Allocation of Tax Items. (a) In General. All Tax
computations for (i) any Pre-Deconsolidation Period ending on a Deconsolidation
Date, (ii) the immediately following taxable period of Subsidiary or any
Subsidiary Affiliate and (iii) any Straddle Period, shall be made pursuant to
the principles of Section 1.1502-76(b) of the Treasury Regulations or of a
corresponding provision under the laws of other jurisdictions and, to the extent
possible, in a manner consistent with the principles set forth in Section 4.2(a)
of this Agreement.

                                      -19-
<PAGE>

                    (b)  Reattribution. In the event of a Deconsolidation, FMC
may, at its option, elect to reattribute to itself certain Tax Items of the
Subsidiary Group pursuant to Section 1.1502-20(g) of the Treasury Regulations.
If FMC makes such election, Subsidiary shall comply with the requirements of
Section 1.1502-20(g)(5) of the Treasury Regulations.

               5.2  Allocation of Tax Assets. Subject to Section 5.1(b), to the
extent permitted by applicable law, following any Deconsolidation, the relevant
Tax Assets with respect to the Consolidated Group or Combined Group, as the case
may be, shall be allocated in accordance with the principles and procedures
applied in determining the allocation of Tax Assets between Parent and
Subsidiary for purposes of the financial statements included in the Form S-1
filed with the U.S. Securities and Exchange Commission in connection with the
IPO.

        Section 6.  Additional Obligations
                    ----------------------

               6.1  Provision of Information and Mutual Cooperation. (a) FMC
shall (and shall cause the FMC Affiliates) and Subsidiary shall (and shall cause
the Subsidiary Affiliates) to, (1) furnish to the other in a timely manner such
information, documents and other materials as the other may reasonably request
for purposes of (i) preparing any Tax Return (or pro forma Tax return prepared
in accordance with Section 4 hereof) or portion thereof for which the other has
responsibility for preparing under this Agreement, (ii) contesting or defending
any Proceeding, and (iii) making any determination or computation necessary or
appropriate under this Agreement, (2) make its employees available to the other
to provide explanations of documents and materials and such other information as
the other may reasonably request in connection with any of the matters described
in subclauses (i), (ii) and (iii) of clause (1) above, and (3) reasonably
cooperate in connection with any Proceeding.

                    (b)  FMC shall (and shall cause the FMC Affiliates to) and
Subsidiary shall (and shall cause the Subsidiary Affiliates to) retain and
provide on reasonable demand books, records, documentation or other information
relating to any Tax Return or Proceeding, with respect to any taxable period in
which FMC owns a Fifty Percent or Greater Interest in the outstanding stock of
Subsidiary, until the later of (i) the expiration of the applicable statute of
limitations (after giving effect to any extension, waiver, or mitigation
thereof) and (ii) in the event any claim is made under this Agreement or by any
Tax Authority for which such information is relevant, until a Final
Determination is reached with respect to such claim. Notwithstanding anything to
the contrary included in this Agreement, the parties will comply in all respects
with the requirements of any applicable record retention agreement with the
Service or other Tax Authority.

                    (c)  Notwithstanding any other provision of this Agreement,
no member of the FMC Group shall be required to provide Subsidiary or any
Subsidiary Affiliate access to or copies of (1) any Tax information that relates
exclusively to any member of the FMC Group, (2) any Tax information as to which
any member of the FMC Group is entitled to assert the protection of any
Privilege, or (3) any Tax information as to which any member of the FMC Group is
subject to an obligation to maintain the confidentiality of such information.
FMC shall use reasonable efforts to separate any such information from any other
information to which Subsidiary is entitled to access or to which Subsidiary is
entitled to copy under this Agreement, to the extent consistent with preserving
its rights under this Section 6.1(c).

                                      -20-
<PAGE>

                    (d)  Notwithstanding any other provision of this Agreement,
with respect to Tax information that relates to any taxable period in which
Subsidiary is no longer included in the FMC Consolidated Group and no Combined
Return is filed, no member of the Subsidiary Group shall be required to provide
FMC or any FMC Affiliate access to or copies of (1) any Tax information as to
which any member of the Subsidiary Group is entitled to assert the protection of
any Privilege or (2) any Tax information as to which any member of the
Subsidiary Group is subject to an obligation to maintain the confidentiality of
such information. Subsidiary shall use reasonable efforts to separate any such
information from any other information to which FMC is entitled to access or to
which FMC is entitled to copy under this Agreement, to the extent consistent
with preserving its rights under this Section 6.1(d).

                    (e)  FMC agrees to notify Subsidiary in writing within ten
(10) Business Days of any sale by FMC or any FMC Affiliate of Common Stock
following the IPO.

                    (f)  Notwithstanding any other provision of this Agreement,
all books, records, documentation or other information relating to Taxes for any
period (or portion thereof) ending on or before the Deconsolidation Date of (i)
FMC or any FMC Affiliate and (ii) Subsidiary or any Subsidiary Affiliate shall
be the property of, and shall be retained by, FMC; provided, however, that
                                                   --------  -------
Subsidiary shall be permitted, at its own expense, to obtain copies of any
books, records, documentation or other information relating to any Pre-
Deconsolidation Period Tax Return of Subsidiary or any Subsidiary Affiliate
other than any books, records, documentation or other information described in
Section 6.1(c).

               6.2  Indemnification. (a) Failure to Pay. FMC and each FMC
Affiliate shall jointly and severally indemnify Subsidiary, each Subsidiary
Affiliate and each of their respective Representatives, and hold them harmless
from and against any Tax or Losses that are attributable to, or results from the
failure of FMC or any FMC Affiliate to make any payment required to be made
under this Agreement. Subsidiary and each Subsidiary Affiliate shall jointly and
severally indemnify FMC, each FMC Affiliate and each of their respective
Representatives, and hold them harmless from and against any Tax or Losses that
are attributable to, or results from, the failure of Subsidiary or any
Subsidiary Affiliate to make any payment required to be made under this
Agreement.

                    (b)  Inaccurate or Incomplete Information. FMC and each FMC
Affiliate shall jointly and severally indemnify Subsidiary, each Subsidiary
Affiliate and each of their respective Representatives, and hold them harmless
from and against any Tax or Loss attributable to the negligence of FMC or any
FMC Affiliate in supplying Subsidiary or any Subsidiary Affiliate with
inaccurate or incomplete information, in connection with the preparation of any
Tax Return or any Proceeding. Subsidiary and each Subsidiary Affiliate shall
jointly and severally indemnify FMC, each FMC Affiliate and their respective
Representatives, and hold them harmless from and against any Tax or Losses
attributable to the negligence of Subsidiary or any Subsidiary Affiliate in
supplying FMC or any FMC Affiliate with inaccurate or incomplete information, in
connection with the preparation of any Tax Return or any Proceeding.

               6.3  Tax Consequences of Payments. (a) Tax Characterization of
Payments. For all Tax purposes and notwithstanding any other provision of this
Agreement, to the extent permitted by applicable law, the parties hereto shall
treat any payment made pursuant to

                                      -21-
<PAGE>

this Agreement (other than any payment made in satisfaction of an intercompany
obligation) as a capital contribution or dividend distribution, as the case may
be, immediately prior to the IPO Date and, accordingly, as not includible in the
taxable income of the recipient. If, as a result of a Final Determination, it is
determined that the receipt or accrual of any payment made under this Agreement
is taxable to the Indemnified Party, the Indemnifying Party of this Agreement
shall pay to the Indemnified Party an amount equal to any increase in the Income
Taxes of the Indemnified Party as a result of receiving the payment from the
Indemnifying Party (grossed up to take into account such payment, if
applicable).

               (b)  Adjustments to Payments. Any Indemnified Party that has
received a payment under this Agreement from an Indemnifying Party with respect
to any Losses or Taxes suffered or incurred by the Indemnified Party ( an
"Indemnified Loss") shall pay to such Indemnifying Party an amount equal to any
"Tax Saving Amount" Actually Utilized by the Indemnified Party promptly after it
is Actually Realized, but only if and to the extent that such Tax Saving Amount
is Actually Realized within five (5) years of the date hereof. For purposes of
this Section 6.3(b), the Tax Saving Amount shall equal the amount by which the
Income Taxes of the Indemnified Party or any of its affiliates are reduced
(including, without limitation, through the receipt of a Refund, credit or
otherwise), plus any related interest received from a Tax Authority, as a result
of claiming as a deduction or offset on any relevant Tax Return amounts
attributable to an Indemnified Loss (the "Indemnifiable Loss Deduction").

               (c)  Reporting of Indemnifiable Loss. In the event that an
Indemnified Party incurs an Indemnified Loss, such Indemnified Party shall claim
as a deduction or offset on any relevant Tax Return (including, without
limitation, any claim for Refund) such Indemnified Loss to the extent such
position is supported by "substantial authority" (within the meaning of Section
1.6662-4(d) of the Treasury Regulations) with respect to United States federal,
state and local Tax Returns or has similar appropriate authoritative support
with respect to any Tax Return other than United States federal, state and local
Tax Returns. The Indemnified Party shall have primary responsibility for the
preparation of its Tax Returns and reporting thereon such Indemnifiable Loss
Deduction; provided, that the Indemnified Party shall consult with, and provide
the Indemnifying Party with a reasonable opportunity to review and comment on
the portion of the Indemnified Party's Tax Return relating to the Indemnified
Loss. If a dispute arises between the Indemnified Party and the Indemnifying
Party as to whether there is "substantial authority" (with respect to United
States federal, state and local Tax Returns) or similar appropriate
authoritative support (with respect to any Tax Return other than United States
federal, state and local Tax Returns) for the claiming of an Indemnifiable Loss
Deduction, such dispute shall be resolved in accordance with the principles and
procedures set forth in Section 8 of this Agreement. Both FMC and Subsidiary
shall (and shall cause its respective affiliates to) act in good faith to
coordinate their Tax Return filing positions with respect to the taxable periods
that include an Indemnifiable Loss Deduction. There shall be an adjustment to
any Tax Saving Amount calculated under Section 6.3(b) hereof in the event of any
Proceeding which results in a Final Determination that increases or decreases
the amount of the Indemnifiable Loss Deduction reported on any relevant Tax
Return of the Indemnified Party. The Indemnified Party shall promptly inform the
Indemnifying Party of any such Proceeding and shall attempt in good faith to
sustain the Indemnifiable Loss Deduction at issue in the Proceeding. If a
written notice of a Final Determination in respect of an Indemnifiable Loss
Deduction is received within five (5) years of the date hereof, the Indemnified
Party shall redetermine the Tax Saving Amount at-

                                      -22-
<PAGE>

tributable to the Indemnifiable Loss Deduction under Section 6.3(b) hereof,
taking into account the Final Determination (the "Restated Tax Saving Amount").
If the Restated Tax Saving Amount is greater than the Tax Saving Amount, the
Indemnified Party shall promptly pay the Indemnifying Party an amount equal to
the difference between such amounts. If the Restated Tax Saving Amount is less
than the Tax Saving Amount, then the Indemnifying Party shall promptly pay the
Indemnified Party an amount equal to the difference between such amounts.

               6.4  Interest. Unless a different rate of interest is provided
for in this Agreement, payments pursuant to this Agreement that are not made
within the period prescribed in this Agreement or, if no period is prescribed,
within fifteen (15) Business Days after demand for payment is made (the "Payment
Period") shall bear interest for the period from and including the date
immediately following the last date of the Payment Period through and including
the date of payment at a per annum rate equal the Prime Rate. Such interest will
be payable at the same time as the payment to which it relates and shall be
calculated based on a year of 365 or 366 days, as appropriate, for the actual
number of days for which due.

               6.5  Stock Options and Restricted Stock

                    (a)  In General. Notwithstanding any contrary provision
contained herein, the parties hereto agree that FMC shall be entitled to any Tax
Benefit arising by reason of exercises of Options to purchase shares of FMC
stock, and that Subsidiary shall be entitled to any Tax Benefit arising by
reason of exercises of options to purchase shares of Subsidiary stock. In
addition, FMC shall be entitled to any Tax Benefit arising by reason of the
lapse of any restrictions with respect to shares of FMC stock, Subsidiary stock
or other property subject to a substantial risk of forfeiture (within the
meaning of Section 83 of the Code) held by an employee of FMC, and Subsidiary
shall be entitled to any Tax Benefit arising by reason of the lapse of any
restrictions with respect to shares of Subsidiary stock, FMC stock or other
property subject to a substantial risk of forfeiture (within the meaning of
Section 83 of the Code) held by an employee of Subsidiary. The parties hereto
agree to report all Tax deductions with respect to stock options and other
equity issued to their employees consistently with this Section 6.5(a), to the
extent permitted by law.

                    (b)  Notices, Withholding, Reporting. FMC shall promptly
notify Subsidiary of any event giving rise to income to any Subsidiary Group
employees or former employees in connection with exercises of options to
purchase shares of FMC stock, or the lapse of any restrictions with respect to
shares of FMC stock or other property subject to a substantial risk of
forfeiture (within the meaning of Section 83 of the Code). If required by law,
Subsidiary shall withhold applicable Taxes and satisfy applicable Tax reporting
obligations in connection therewith.

                    (c)  Adjustments. If Subsidiary or any Subsidiary Affiliate
receives any Tax Benefit to which FMC is entitled under Section 6.5(a) of this
Agreement, Subsidiary shall pay the amount of such Tax Benefit to FMC. If FMC or
any FMC Affiliate receives any Tax Benefit to which Subsidiary is entitled under
Section 6.5(a) of this Agreement, FMC shall pay the amount of such Tax Benefit
to Subsidiary.

                                      -23-
<PAGE>

     Section 7.   Proceedings
                  -----------

            7.1   In General. (a) Subject to Section 7.1(b) of this Agreement,
FMC shall have the exclusive right, in its sole discretion, to control, contest,
and represent the interests of FMC, any FMC Affiliate, Subsidiary or any
Subsidiary Affiliate in any Proceeding relating to any claim that the Spin-Off
does not have Tax-Free Status and/or any Tax Return described in Section 2.1(a)
of this Agreement and to resolve, settle or agree to any deficiency, claim or
adjustment proposed, asserted or assessed in connection with or as a result of
any such Proceeding. FMC's rights shall extend to any matter pertaining to the
management and control of any Proceeding, including, without limitation,
execution of waivers, choice of forum, scheduling of conferences and the
resolution of any Tax Item. Subsidiary shall have the right to participate in
that part of any Proceeding relating to a claim that the Spin-Off and/or the
Internal Distribution does not have Tax-Free Status, but only if Subsidiary (i)
satisfies the terms and conditions contained in Section 10.1(a)(1)(iv)(b) and
(ii) acknowledges liability to FMC in writing for the full amount at stake in
such Proceeding.

                  (b)  Subsidiary shall have the right to control, contest and
represent the interests of Subsidiary or any Subsidiary Affiliate in any
Proceeding to the extent relating directly and exclusively to any Tax Item
included on the portion of any Consolidated Return or Combined Return which
Subsidiary is responsible for preparing pursuant to Section 2.2(c) of this
Agreement in which the amount of the Tax liability for such Tax Item in issue
exceeds $500,000 and to resolve, settle or agree to any deficiency, claim or
adjustment proposed, asserted or assessed in connection with or as a result of
such Proceeding; provided that, the entering into of (or rejection of) any such
resolution, settlement or agreement or any decision in connection with
(including the entering into of or rejection of) any judicial or administrative
proceeding relating to Taxes shall be subject to the review and approval of FMC,
which approval shall not be unreasonably withheld.

                  (c)  Subsidiary shall have the exclusive right, in its sole
discretion, to control, contest, and represent the interests of Subsidiary or
any Subsidiary Affiliate in any Proceeding relating to any Tax Return described
in Section 2.1(b) of this Agreement and to resolve, settle, or agree to any
deficiency, claim or adjustment proposed, asserted or assessed in connection
with or as a result of any such Proceeding; provided that, if the Proceeding
relates to a taxable period in which FMC at any time owned a Fifty-Percent or
Greater Interest in the outstanding stock of Subsidiary, the entering into of
(or rejection of) any such resolution, settlement or agreement or any decision
in connection with (including the entering into of or rejection of) any judicial
or administrative proceeding relating to Taxes shall be subject to FMC's review
and approval, which approval shall not be unreasonably withheld.

                  (d)  In addition to the parties' obligations under Section 6.1
of this Agreement, (i) Subsidiary shall, and shall cause is Affiliates to,
cooperate fully with FMC in contesting or defending any Proceeding with respect
to Pre-Deconsolidation Period Taxes, including, without limitation, by
furnishing to FMC in a timely manner such information, documents or other
materials related to the Technologies Business as FMC may reasonably request and
(ii) FMC shall, and shall cause its Affiliates to, cooperate with Subsidiary in
contesting or defending (x) any Proceeding with respect to Pre-Deconsolidation
Period Non-Federal Taxes and

                                      -24-
<PAGE>

(y) any Proceeding with respect to the Post-Deconsolidation Period to the extent
such Proceeding relates to any Pre-Deconsolidation Period deferred tax item.

          7.2  Notice. If FMC or any member of the FMC Group receives written
notice of or relating to, any Proceeding from a Tax Authority that asserts,
proposes or recommends a deficiency, claim or adjustment that, if sustained,
would result in the redetermination of a Tax Item of a member of the Subsidiary
Group, FMC shall promptly provide a copy of such notice to Subsidiary (but in no
event later than ten (10) Business Days following the receipt of such notice).
If Subsidiary or any member of the Subsidiary Group receives written notice of,
or relating to, any Proceeding from a Tax Authority with respect to a Tax Return
described in Section 2.l(a) of this Agreement, Subsidiary shall promptly provide
a copy of such notice to FMC (but in no event later than ten (10) Business Days
following the receipt of such notice).

          7.3  Failure to Notify. The failure of FMC or Subsidiary to notify the
other of any matter relating to a particular Tax for a taxable period or to take
any action specified in this Agreement shall not relieve such other party of any
liability and/or obligation which it may have under this Agreement with respect
to such Tax for such taxable period except to the extent that such other party's
rights hereunder are materially prejudiced by such failure.

          7.4  Remedies. Subsidiary agrees that no claim against FMC and no
defense to Subsidiary's liabilities to FMC under this Agreement shall arise from
the resolution by FMC of any deficiency, claim or adjustment relating to the
redetermination of any Tax Item of FMC or a FMC Affiliate.

          7.5  Timing Differences. Except as otherwise provided under this
Agreement, if, pursuant to a Final Determination, a party to this Agreement
suffers an Tax Detriment and, as a result, the other party to this Agreement
obtains a corresponding Tax Benefit, and such Tax Detriment is not otherwise
compensated under this Agreement, then the party obtaining such Tax Benefit
shall make a payment to the other party in an amount equal to such Tax Benefit,
but only to the extent such Tax Benefit is Actually Realized within five (5)
years of such Final Determination.

          7.6  Carrybacks. Except to the extent otherwise consented to by FMC or
prohibited by applicable law, Subsidiary shall elect to relinquish, waive or
otherwise forgo all Carrybacks. In the event that Subsidiary (or the appropriate
member of the Subsidiary Group) is prohibited by applicable law to relinquish,
waive or otherwise forgo a Carryback (or FMC consents thereto), (i) FMC shall
cooperate with Subsidiary, at Subsidiary's expense, in seeking from the
appropriate Tax Authority such Refund as reasonably would result from such
Carryback, and (ii) Subsidiary shall be entitled to any Tax Benefit Actually
Realized by a member of the FMC Group (including any interest thereon received
from such Tax Authority) within five (5) years of the date of such Carryback, to
the extent that (x) such Tax Benefit is directly attributable to such Carryback
and (y) such Tax Benefit would not have been Actually Utilized but for such
Carryback, within seven (7) Business Days after such Tax Benefit is Actually
Realized; provided, however, that Subsidiary shall indemnify and hold the
          --------  -------
members of the FMC Group harmless from and against any and all collateral tax
consequences resulting from or caused by any such Carryback, including (but not
limited to) the loss or postponement of benefit from the use of Tax Attributes
generated by a member of the FMC Group or an Affiliate thereof and (x) that
expire

                                      -25-
<PAGE>

unutilized, but would have been utilized but for such Carryback, or (y) the use
of which is postponed to a later taxable period than the taxable period in which
such Tax Attributes otherwise would have been utilized but for such Carryback.
If there is a Final Determination that results in any change to or adjustment of
a Tax Benefit Actually Utilized by a member of the FMC Group that is directly
attributable to a Carryback, then FMC (or its designee) shall make a payment to
Subsidiary, or Subsidiary shall make a payment to FMC (or its designee), as may
be necessary to adjust the payments between Subsidiary and FMC (or its designee)
to reflect the payments that would have been made under this Section 7.6 had the
adjusted amount of such Tax Benefit been taken into account in computing the
payments due under this Section 7.6. For the avoidance of doubt, in the event
that FMC or any FMC Affiliate, on the one hand, and Subsidiary or any Subsidiary
Affiliate, on the other hand, both have Carrybacks applicable to the same
period, the determination of the Tax Benefit attributable to the Carryback of
Subsidiary or any Subsidiary Affiliate will be made after first giving effect to
the Carryback of FMC or any FMC Affiliate.

     Section 8.  Dispute Resolution. In the event that FMC or any FMC Affiliate,
                 ------------------
as the case may be, on the one hand, and Subsidiary or any Subsidiary Affiliate,
as the case may be, on the other hand, disagree as to the amount or calculation
of any payment to be made under this Agreement, or the interpretation or
application of any provision under this Agreement, the parties shall attempt in
good faith to resolve such dispute. If such dispute is not resolved within sixty
(60) Business Days following the commencement of the dispute, FMC and Subsidiary
shall jointly retain a tax attorney that is a member of a nationally recognized
law firm or independent public accounting firm, which firm is independent of
both parties (the "Independent Entity"), to resolve the dispute. The Independent
Entity shall act as an arbitrator to resolve all points of disagreement and its
decision shall be final and binding upon all parties involved. Following the
decision of the Independent Entity, FMC, the FMC Affiliates, Subsidiary and the
Subsidiary Affiliates shall each take or cause to be taken any action necessary
to implement the decision of the Independent Entity. The fees and expenses
relating to the Independent Entity shall be borne equally by FMC and Subsidiary.

     Section 9.  IPO
                 ---

            9.1  IPO Related Items. (a) Liability for Restructuring Taxes,
Deconsolidation Taxes and Other Foreign Restructuring Taxes. Notwithstanding any
other provision of this Agreement (other than Section 9.l(b) hereof) and except
as provided in any separate written agreement between the parties entered into
in connection with the Restructuring (including the Separation Agreement), (i)
FMC shall be responsible for the payment of, and shall indemnify and hold
Subsidiary harmless from and against, any Deconsolidation Taxes and (ii)
responsibility for the payment of any Restructuring Taxes or Other Foreign
Restructuring Taxes shall be allocated in the manner provided in the Separation
Agreement.

                 (b)  Liability for Undertaking Certain Actions. Notwithstanding
Section 9.1(a) of this Agreement, Subsidiary and each Subsidiary Affiliate shall
be jointly and severally responsible for, and shall indemnify and hold FMC
harmless from and against, any Restructuring Taxes that are attributable to, or
result from, (i) any action taken by Subsidiary or any Subsidiary Affiliate that
was prohibited by this Agreement or was not contemplated by the parties in
connection with the Restructuring (including, without limitation, by taking any
action not contemplated in connection with obtaining the Ruling or a
Supplemental Ruling, or any opin-

                                      -26-
<PAGE>

ions, rulings, agreements or written advice relating to foreign transfers) or
(ii) the failure by Subsidiary or any Subsidiary Affiliate to take any action
that Subsidiary is responsible for taking under this Agreement, the Separation
Agreement or any other agreement related to the Restructuring or the IPO
(including, without limitation, by failing to make an election or enter into a
transaction specifically required in connection with obtaining a ruling from any
Tax Authority). Each of the parties hereto agrees to act in good faith and
without negligence in connection with the Tax reporting of and all other aspects
related to the Tax consequences of the Restructuring, any Deconsolidation and
any Secondary Restructuring and shall be responsible for any Taxes or Losses
arising from any failure to act in good faith or any negligent act or omission
with respect thereto.

          9.2  Tax Reporting of IPO Related Items. (a) Restructuring Taxes. Any
Tax Return (or portion thereof) that includes any Tax Item resulting from the
Restructuring shall be prepared and filed by the party responsible for preparing
(or causing to be prepared) and filing such Tax Return (under Sections 2.1 and
2.2 of this Agreement); provided that, notwithstanding any other provision of
this Agreement, if Subsidiary is the party responsible for preparing any such
Tax Return (or portion thereof) (each a "Subsidiary IPO Tax Return"), Subsidiary
shall provide to FMC, no later than twenty (20) Business Days following the IPO
Date, a written list of those Subsidiary IPO Tax Returns that Subsidiary
reasonably believes could result in the imposition of a Tax liability of more
than $10,000 for which FMC will be responsible pursuant to this Section 9.
Within twenty (20) Business Days following the receipt of such list, FMC shall
provide a written list to Subsidiary of those Subsidiary IPO Tax Returns that
FMC wishes to review. Subsidiary shall provide any such Subsidiary IPO Tax
Returns (or portions thereof) to FMC (no later than forty-five (45) Business
Days (or such shorter period as agreed to by FMC) prior to the due date for the
filing of such Tax Return (taking into account applicable extensions)), for
FMC's review and approval, which approval, to the extent it relates to any Tax
Item resulting from, or arising out of, the Restructuring may be withheld by FMC
in its sole discretion and any such Tax Item shall be reported as determined by
FMC in its sole discretion (so long as such reporting position is supported by
"substantial authority" (within the meaning of Section 1.6662-4(d) of the
Treasury Regulations) with respect to United States federal, state and local Tax
Returns or has similar appropriate authoritative support with respect to any Tax
Return other than United States federal, state and local Tax Returns). In the
event that the time periods provided in this Section 9.2(a) would not provide
FMC with a reasonable period of time within which to review any such Subsidiary
IPO Tax Return prior to the filing of such Tax Return, then the parties shall
cooperate in order that FMC may participate in the preparation of such Tax
Return and have the rights otherwise provided in this Section 9.2(a).

               (b)  Deconsolidation Taxes and Other Foreign Restructuring Taxes.
Any Tax Return (or portion thereof) that includes any Tax Item relating to any
Deconsolidation (to the extent resulting in Deconsolidation Taxes) or Secondary
Restructuring (to the extent resulting in Other Foreign Restructuring Taxes)
shall be prepared and filed by the party responsible for preparing and filing
such Tax Return (under Sections 2.1 and 2.2 of this Agreement); provided that,
notwithstanding any other provision of this Agreement, if Subsidiary is the
party responsible for preparing (or causing to be prepared) any such Tax Return
(or portion thereof) (each a "Subsidiary Restructuring Tax Return"), Subsidiary
shall provide any such Subsidiary Restructuring Tax Return (or portion thereof)
to FMC (no later than forty-five (45) Business Days (or such shorter period as
agreed to by FMC) prior to the due date for the filing of

                                      -27-
<PAGE>

such Tax Return (taking into account applicable extensions)), for FMC's review
and approval, which approval, to the extent it relates to any Tax Item relating
to any Deconsolidation (to the extent resulting in Deconsolidation Taxes) or
Secondary Restructuring (to the extent resulting in Other Foreign Restructuring
Taxes), may be withheld by FMC in its sole discretion and any such Tax Item
shall be reported as determined by FMC in its sole discretion (so long as such
reporting position is supported by "substantial authority" (within the meaning
of Section 1.6662-4(d) of the Treasury Regulations) with respect to United
States federal, state and local Tax Returns or has similar appropriate
authoritative support with respect to any Tax Return other than United States
federal, state and local Tax Returns).

            9.3   Proceedings Relating to Restructuring. Notwithstanding any
other provision of this Agreement, FMC shall have the exclusive right, in its
sole discretion, to control, contest, and represent the interests of FMC, any
FMC Affiliate, Subsidiary or any Subsidiary Affiliate in any Proceeding with
respect to Tax Items related to the Restructuring, Deconsolidation (to the
extent resulting in Deconsolidation Taxes) or Secondary Restructuring (to the
extent resulting in Other Foreign Restructuring Taxes), and to resolve, settle
or agree to any deficiency, claim or adjustment proposed, asserted or assessed
in connection with or as a result of any such Proceeding. FMC's rights shall
extend to any matter pertaining to the management and control of any Proceeding,
including execution of waivers, choice of forum, scheduling of conferences and
the resolution of any Tax Item.

            9.4   Provision of Information and Mutual Cooperation. In addition
to the parties' respective obligations under Section 6.1 of this Agreement, FMC
and Subsidiary shall, and shall cause their respective Affiliates to cooperate
with respect to all aspects of the Restructuring including, without limitation,
by (1) furnishing to the other in a timely manner such information, documents
and other materials as the other may reasonably request for purposes of (i)
preparing any Tax Return that includes Tax Items relating to or arising from the
Restructuring and (ii) contesting or defending any Proceeding with respect to
Tax Items relating to or arising from the Restructuring and (2) make its
employees available to the other to provide explanations of documents and
materials and such other information as the other may reasonably request in
connection with any of the matters described in subclauses (i) and (ii) of
clause (1) above.

     Section 10.  Spin-Off and Internal Distribution
                  ----------------------------------

            10.1  Spin-Off and Internal Distribution Related Items. (a)
Restrictions on Certain Post-Spin-Off Actions.

         (1)      Subsidiary Restrictions.

                  (i)    Subsidiary will not take any action or permit any
     Subsidiary Affiliate to take any action, and Subsidiary will not fail to
     take any action or permit any Subsidiary Affiliate to fail to take any
     action, where such action or failure to act would be inconsistent with or
     cause to be untrue any material, information, covenant or representation in
     the Ruling Documents, Supplemental Ruling Documents, Ruling, Supplemental
     Ruling or this Agreement.

                                      -28-
<PAGE>

               (ii)    Subsidiary shall not take any action (including any
     cessation, transfer or disposition if its active trade or business; payment
     of extraordinary dividends to shareholders; and acquisitions or issuances
     or stock) or permit any Subsidiary Affiliate to take any action (including
     any cessation, transfer or disposition if its active trade or business;
     payment of extraordinary dividends to shareholders; and acquisitions or
     issuances or stock), and Subsidiary will not fail to take any action or
     permit any Subsidiary Affiliate to fail to take any action, where such
     action or failure to act would cause the Spin-Off or the Internal
     Distribution not to have Tax-Free Status.

               (iii)   Until the first day after the Restriction Period, no
     member of the Subsidiary Group shall sell, agree to sell or otherwise issue
     or agree to issue to any Person, or redeem or otherwise acquire from any
     Person, any Equity Securities of any member of the Subsidiary Group;
     provided, however, that (A) the adoption by Subsidiary of a rights plan
     --------  -------
     shall not constitute a sale or issuance of such Equity Securities, (B)
     Subsidiary may repurchase Equity Securities to the extent that such
     repurchases meet the requirements of section 4.05(1)(b) of Revenue
     Procedure 96-30 and (C) Subsidiary may, subject to the terms and conditions
     contained in paragraph (vi) below, issue Equity Securities of Subsidiary.

               (iv)    Until the first day after the Restriction Period, no
     member of the Subsidiary Group shall (A) solicit any Person to make a
     tender offer for, or otherwise acquire or sell, the Equity Securities of
     Subsidiary, (B) participate in or support any unsolicited tender offer for,
     or other acquisition, issuance or disposition of, the Equity Securities of
     Subsidiary or (C) approve or otherwise permit any proposed business
     combination or any transaction which, in the case of (A), (B) or (C),
     individually or in the aggregate, together with the transactions
     contemplated by this Agreement, the Distribution Agreement, any other
     agreements or the Ruling Documents, Supplemental Ruling Documents, Ruling,
     Supplemental Ruling, results in one or more Persons acquiring (other than
     in acquisitions not taken into account for purposes of Section 355(e))
     directly or indirectly stock representing a Fifty-Percent or Greater
     Interest in Subsidiary or in any Subsidiary Affiliate if (i) in the case of
     Subsidiary, it would cause the Spin-Off not to have Tax-Free Status and
     (ii) in the case of such Subsidiary Affiliate, it would cause the Internal
     Distribution not to have Tax-Free Status. In addition, no member of the
     Subsidiary Group shall at any time, whether before or subsequent to the
     expiration of the Restriction Period, engage in any action described in
     clauses (A), (B) or (C) of the preceding sentence if it is pursuant to an
     arrangement or agreement negotiated (in whole or in part) prior to the
     Spin-Off, even if at the time of the Spin-Off it is subject to various
     conditions, nor shall any member take any action, or fail or omit to take
     any action, that would cause Section 355(d) or (e) to apply to the Spin-Off
     or the Internal Distribution.

               (v)     Any of the provisions of Section 10.1(a)(1) shall be
     waived with respect to any particular transaction or transactions if (A)
     FMC or Subsidiary has obtained a Supplemental Ruling from the Service in
     accordance with and under the terms and conditions contained in paragraph
     (vi)(a) below, (B) FMC has determined, in its sole and absolute discretion,
     that it could not reasonably be expected that such proposed transaction
     would have an adverse effect on the Tax-Free Status of the Internal
     Distribution and the Spin-Off, or (C) Subsidiary satisfies the terms and
     conditions contained in para-

                                      -29-
<PAGE>

graph (vi)(b) below. Waiver with respect to one transaction or group of
transactions shall not constitute a waiver with respect to any other
transaction.

               (vi)   Except as provided in paragraphs (i) and (ii) above,
until the first day after the Restriction Period, unless FMC and Subsidiary
agree otherwise, prior to entering into any agreement to (A) sell all or
substantially all of the assets of Subsidiary or any Subsidiary Affiliate, (B)
merge Subsidiary or any Subsidiary Affiliate with another entity (without regard
to which party is the surviving entity) or (C) issue Equity Securities of
Subsidiary or any Subsidiary Affiliate in an acquisition or public or private
offering (excluding any issuance pursuant to the exercise of employee stock
options or other employment related arrangements):

               a)     Subsidiary shall request that FMC obtain a Supplemental
         Ruling in accordance with Section 10.1(d)(1) of this Agreement that
         such transaction will not affect the treatment of the Spin-Off and the
         Internal Distribution under Section 355 of the Code and FMC shall have
         received such a Supplemental Ruling in form and substance reasonably
         satisfactory to FMC;

               b)     Subsidiary shall deliver to FMC an Acceptable Letter of
         Credit with a face amount equal to the amount of Aggregate Assumed
         Spin-Off Tax Liabilities as security for any Tax-Related Losses that
         result if such issuance of Equity Securities or other transaction
         results in Tax-Related Losses. Subsidiary shall keep in place the
         Acceptable Letter of Credit until the end of the Restriction Period (or
         if any claim for indemnity or claim which could give rise to such a
         claim for indemnity is pending at the end of the Restriction Period,
         the Acceptable Letter of Credit will be renewed and its face amount
         increased by an amount equal to the amount of interest that would
         accrue, during the period of renewal, on the face amount of the
         Acceptable Letter of Credit (prior to renewal and prior to increase
         pursuant to this sentence) at 110% of the highest Underpayment Rate for
         U.S. corporations in effect on the date of determination, and such
         Acceptable Letter of Credit will continue to be renewed and, upon each
         such renewal, its face amount so increased, until such claim is finally
         resolved) or, in the event a Non-Renewal Notice has been given with
         respect to such Acceptable Letter of Credit, replace such Acceptable
         Letter of Credit with a substitute Acceptable Letter of Credit. FMC
         may, in its discretion, seek a Supplemental Ruling with respect to such
         issuance of Equity Securities or other transaction, in which case
         Subsidiary shall (and shall cause each Subsidiary Affiliate to)
         cooperate with FMC and use its reasonable best efforts to seek to
         obtain, as expeditiously as possible, such Supplemental Ruling. FMC may
         at any time, in its discretion, present the Acceptable Letter of Credit
         for payment in its face amount in the event that it or an FMC Affiliate
         incurs a Tax-Related Loss or Subsidiary fails to renew or replace the
         Acceptable Letter of Credit as aforesaid by the date which is 30 days
         prior to the expiration date of the Acceptable Letter of Credit then in
         effect. Subsidiary shall remain liable for any obligations under this
         Agreement to the extent the Acceptable Letter of Credit is insufficient
         to satisfy such obligations or is unavailable for drawing for any
         reason. In the event the amount drawn under the Acceptable Letter of
         Credit exceeds the amount of Subsidiary's obligations under this
         Agreement,

                                      -30-
<PAGE>

         such excess, as reasonably determined by FMC, shall be paid to
         Subsidiary at the end of the Restriction Period (or if any claim for
         indemnity or claim which could give rise to such a claim for indemnity
         is pending at the end of the Restriction Period, when such claim is
         finally resolved) with interest on such excess calculated using the
         Underpayment Rate for the period from the day FMC received such payment
         through the Business Day immediately prior to the day such payment is
         made to Subsidiary;

               c)     If and only if following the transaction at issue, (x)
         Subsidiary or any Subsidiary Affiliate will not have issued in the
         aggregate (including, for these purposes, stock issued in connection
         with the IPO and any sale of stock of Subsidiary or any Subsidiary
         Affiliate by FMC or any FMC Affiliate) 40% or more (by vote or value)
         of its outstanding stock (determined immediately following such
         transaction) taking into account all issuances of (and agreements to
         issue) Equity Securities (and assuming the exercise of all such Equity
         Securities and the closing of all such agreements) from the point in
         time immediately prior to the IPO to the date immediately following
         such transaction and (y) Subsidiary will be the surviving entity if
         such transaction is a merger (excluding, for these purposes, any
         reverse subsidiary merger in which Subsidiary is the surviving entity
         in which case this clause (c) shall not apply and Subsidiary shall be
         required to satisfy the requirements of clause (a) or (b) above),
         Subsidiary may, in lieu of obtaining a Supplemental Ruling described in
         clause (a) above or delivering an Acceptable Letter of Credit as
         described in clause (b) above, obtain and deliver to FMC an appropriate
         Board Certification and an Unqualified Tax Opinion (at its own
         expense), in form and substance reasonably satisfactory to FMC and on
         which FMC may rely, from Qualified Tax Counsel that such transaction
         will not affect the treatment of the Spin-Off and the Internal
         Distribution under Section 355 of the Code; or

               d)     If and only if following the transaction at issue, (x)
         Subsidiary or any Subsidiary Affiliate will not have issued in the
         aggregate (including, for these purposes, stock issued in connection
         with the IPO and any sale of stock of Subsidiary or any Subsidiary
         Affiliate by FMC or any FMC Affiliate) 35% or more (by vote or value)
         of its outstanding stock (determined immediately following such
         transaction) taking into account all issuances of (and agreements to
         issue) Equity Securities (and assuming the exercise of all such Equity
         Securities and the closing of all such agreements) from the point in
         time immediately prior to the IPO to the date immediately following
         such transaction and (y) Subsidiary will be the surviving entity if
         such transaction is a merger (excluding, for these purposes, any
         reverse subsidiary merger in which Subsidiary is the surviving entity
         in which case this clause (d) shall not apply and Subsidiary shall be
         required to satisfy the requirements of clause (a) or clause (b)
         above), Subsidiary may, in lieu of obtaining a Supplemental Ruling
         described in clause (a) above or delivering an Acceptable Letter of
         Credit as described in clause (b) above, obtain and deliver to FMC an
         appropriate Board Certification.

                                      -31-
<PAGE>

          (2)  FMC Restrictions. FMC agrees that it will not take or fail to
take, or permit any FMC Affiliate to take or fail to take, any action where such
action or failure to act would be inconsistent with any material, information,
covenant or representation in the Ruling Documents, Supplemental Ruling
Documents, Ruling or Supplemental Ruling.

               (b)  Liability for Undertaking Certain Actions.

          (1)  Subsidiary Liability. Subsidiary and each Subsidiary Affiliate
shall be responsible for one hundred percent (100%) of any and all Tax-Related
Losses that are attributable to, or result from, any act or failure to act
described in Section 10.1(a)(1) of this Agreement by Subsidiary or any
Subsidiary Affiliate. Subsidiary and each Subsidiary Affiliate shall jointly and
severally indemnify FMC, each FMC Affiliate and their directors, officers and
employees and hold them harmless from and against any such Taxes.

          (2)  FMC Liability. FMC and each FMC Affiliate shall be responsible
for one hundred percent (100%) of any and all Tax-Related Losses that are
attributable to, or result from, any act or failure to act described in Section
10.1(a)(2) of this Agreement by FMC or any FMC Affiliate. FMC and each FMC
Affiliate shall jointly and severally indemnify Subsidiary, each Subsidiary
Affiliate and their directors, officers and employees and hold them harmless
from and against any such Taxes.

               (c)  Participation Rights. FMC shall have the right to obtain a
Ruling or Supplemental Ruling in its sole and exclusive discretion. If FMC
determines to obtain a Ruling or a Supplemental Ruling, Subsidiary shall (and
shall cause each Subsidiary Affiliate to) cooperate with FMC and take any and
all actions reasonably requested by FMC in connection with obtaining the Ruling
or Supplemental Ruling (including, without limitation, by making any
representation or covenant or providing any materials or information requested
by any Tax Authority; provided that, Subsidiary shall not be required to make
(or cause any Subsidiary Affiliate to make) any representation or covenant that
is inconsistent with historical facts or as to future matters or events over
which it has no control). In connection with obtaining a Ruling or Supplemental
Ruling, (i) FMC shall cooperate with and keep Subsidiary informed in a timely
manner of all material actions taken or proposed to be taken by FMC in
connection therewith; (ii) FMC shall (A) reasonably in advance of the submission
of any Ruling Documents or Supplemental Ruling Documents, provide Subsidiary
with a draft copy thereof, (B) reasonably consider Subsidiary's comments on such
draft copy, and (C) provide Subsidiary with a final copy; and (iii) FMC shall
provide Subsidiary with notice reasonably in advance of, and Subsidiary shall
have the right to attend, any formally scheduled meetings with any Tax Authority
(subject to the approval of the Tax Authority) that relate to such Ruling or
Supplemental Ruling.

               (d)  Supplemental Rulings at Subsidiary's Request. FMC agrees
that at the reasonable request of Subsidiary, FMC shall (and shall cause each
FMC Affiliate to) cooperate with Subsidiary and use its reasonable best efforts
to seek to obtain, as expeditiously as possible, a Supplemental Ruling or other
guidance from the Service or any other Tax Authority for the purpose of
confirming (i) the continuing validity of (A) the Ruling or (B) any Supplemental
Ruling issued previously, and (ii) compliance on the part of Subsidiary or any
Subsidiary Affiliate with its obligations under Section 10.1 of this Agreement.
Further, in no event shall FMC file any Supplemental Ruling under this Section
10.1(d) unless Subsidiary represents that

                                      -32-
<PAGE>

(1) it has read the request for the Supplemental Ruling and any materials,
appendices and exhibits submitted or filed therewith (the "Supplemental Ruling
Documents") and (2) all information and representations, if any, relating to
Subsidiary and any Subsidiary Affiliate contained in the Supplemental Ruling
Documents are true, correct and complete in all material respects. Subsidiary
shall reimburse FMC for all reasonable costs and expenses incurred by FMC (and
any FMC Affiliate) in obtaining a Supplemental Ruling requested by Subsidiary.
Subsidiary hereby agrees that FMC shall, subject to Section 10.1(c) of this
Agreement, have sole and exclusive control over the process of obtaining a
Supplemental Ruling, and that only FMC shall apply for a Supplemental Ruling.
Subsidiary further agrees that it shall not seek any guidance from the Service
or any other Tax Authority concerning the Spin-Off except as set forth in
Section 10.1 of this Agreement.

               (e)  Liability of Subsidiary for Certain Transactions.
Notwithstanding anything to the contrary in this Agreement, Subsidiary and each
Subsidiary Affiliate shall be responsible for one hundred percent (100%) of any
Tax-Related Losses that are attributable to, or result from any acquisition of
stock of Subsidiary or any Subsidiary Affiliate by any person or persons
(including, without limitation, as a result of an issuance of Subsidiary stock
or a merger of another entity with and into Subsidiary or any Subsidiary
Affiliate) or any acquisition of assets of Subsidiary or any Subsidiary
Affiliate (including, without limitation, as a result of a merger) by any person
or persons. Subsidiary and each Subsidiary Affiliate shall jointly and severally
indemnify FMC, each FMC Affiliate and their directors, officers and employees
and hold them harmless from and against any such Tax-Related Losses.

               (f)  Liability for Breach of Representation. Each of FMC and
Subsidiary hereby represents that (1) it will read the Ruling Documents and
Supplemental Ruling Documents prior to the date submitted, (2) all information
contained in such Ruling Documents and Supplemental Ruling Documents that
concerns or relates to such party or any affiliate of such party will be true,
correct and complete in all material respects, and (3) except to the extent that
such party shall have notified the other party in writing to the contrary and
with reasonable specificity prior to the Distribution Date, all such information
that concerns or relates to such party or any affiliate of such party will be
true, correct and complete in all material respects as of the Distribution Date.
If any Tax Authority withdraws all or any portion of a Ruling or Supplemental
Ruling issued to FMC in connection with the Spin-Off because of a breach by
Subsidiary or any Subsidiary Affiliate of a representation made in this Section
10.1(f), Subsidiary and each Subsidiary Affiliate shall be responsible for one
hundred percent (100%) of any Tax-Related Losses resulting from such breach. In
such event, Subsidiary and each Subsidiary Affiliate shall jointly and severally
indemnify FMC, each FMC Affiliate and their directors, officers and employees
and hold them harmless from and against any such Tax-Related Losses. If any Tax
Authority withdraws all or any portion of a Ruling or Supplemental Ruling issued
to FMC in connection with the Spin-Off because of a breach by FMC or any FMC
Affiliate of a representation made in this Section 10.1(f), FMC and each FMC
Affiliate shall be responsible for one hundred percent (100%) of any Tax-Related
Losses resulting from such breach. In such event, FMC and each FMC Affiliate
shall jointly and severally indemnify Subsidiary, each Subsidiary Affiliate and
their directors, officers and employees and hold them harmless from and against
any such Tax-Related Losses.

                                      -33-
<PAGE>

          10.2   Enforcement. The parties hereto acknowledge that irreparable
harm would occur in the event that any of the provisions of this Section 10 were
not performed in accordance with their specific terms or were otherwise
breached. The parties hereto agree that, in order to preserve the Tax-Free
Status of the Spin-Off, injunctive relief is appropriate to prevent any
violation of the foregoing covenants, provided, however, that injunctive relief
                                      --------  -------
shall not be the exclusive legal or equitable remedy for any such violation.

          10.3   Information for Shareholders. FMC shall provide each
shareholder that receives stock of Subsidiary pursuant to the Spin-Off with the
information necessary for such shareholder to comply with the requirements of
Section 355 of the Code and the Treasury regulations thereunder with respect to
statements that such shareholders must file with their United States federal
income Tax Returns demonstrating the applicability of Section 355 of the Code to
the Spin-Off.

     Section 11. Special Allocations With Respect to Certain Tax Matters
                 -------------------------------------------------------

          11.1   Foreign Sales Corporation Matters. For purposes of this
Agreement, and notwithstanding any contrary provision contained in this
Agreement, any Tax Detriment arising out of or relating to any disallowance or
denial of any Tax Benefits claimed by FMC, any FMC Affiliate, Subsidiary or any
Subsidiary Affiliate relating to a Technologies Business in any Pre-
Deconsolidation Period under (i) Subpart C of Part III of Subchapter N of
Chapter 1 of the Code (as in effect prior to the passage of the FSC Repeal and
Extraterritorial Income Exclusion Act of 2000) or Section 114 of the Code or
(ii) any similar provision or benefit accorded under foreign laws, shall be
allocated to, and the amount of such Tax Detriment shall be payable by,
Subsidiary. For the avoidance of doubt, it is the intent of the parties to this
agreement that Subsidiary be liable for the amount of any such Tax Detriment
relating to any such disallowance or denial of any such Tax Benefits regardless
of whether such Tax Benefit arose before or after the Separation. The amount of
such Tax Detriment shall be calculated without giving effect to any unused Tax
Assets of FMC or any FMC Affiliate that becomes available for use and is used as
a result of such Tax Detriment.

          11.2   Intercompany Pricing Adjustments. For purposes of this
Agreement, and notwithstanding any contrary provision contained in this
Agreement, any Tax Detriment arising out of or relating to any adjustment by the
Service or any foreign Tax authority pursuant to Section 482 or any similar
provision of foreign Tax law of any Tax Item relating to a Technologies Business
shall be allocated to, and payable by, the Subsidiary. For the avoidance of
doubt, it is the intent of the parties to this agreement that Subsidiary be
liable for the amount of any such Tax Detriment relating to any such adjustment
regardless of whether such adjustment relates to a taxable period ending before
or after the Separation. The amount of such Tax Detriment shall be calculated
without giving effect to any unused Tax Assets of FMC or any FMC Affiliate that
becomes available for use and is used as a result of such Tax Detriment.

          11.3   Permanent Establishment Related Adjustments. For purposes of
this Agreement, and notwithstanding any contrary provision contained in this
Agreement, any Tax Detriment arising out of or relating to the determination by
a foreign Tax Authority that FMC, any FMC Affiliate, Subsidiary or any
Subsidiary Affiliate maintained a "permanent establishment" (within the meaning
of the applicable tax treaty) or other taxable presence in such jurisdic-

                                      -34-
<PAGE>

tion during any Pre-Deconsolidation Period, shall be allocated 100% to
Subsidiary to the extent the Tax Detriment relates to or arises out of the
Technologies Business. For the avoidance of doubt, it is the intent of the
parties to this agreement that Subsidiary be liable for 100% of the amount of
the Tax Detriment that relates to the Technologies Business regardless of
whether such amount relates to a taxable period ending before or after the
Separation. The amount of such Tax Detriment shall be calculated (i) without
giving effect to any unused Tax Assets of FMC or any FMC Affiliate that becomes
available for use and is used as a result of such Tax Detriment and (ii) after
giving effect to the increase in Taxes (that relate to the Chemical Business)
for which FMC or any FMC Affiliate is liable.

          11.4 1994 Tax Case. FMC has filed a certain Tax case in the United
States Tax Court against the Commissioner of Internal Revenue, Docket No.
2317-00, with respect to Tax year 1994 (the "FMC Tax Case"). FMC and Subsidiary
hereby agree, notwithstanding any contrary provision contained herein, to
allocate responsibility, liability and Refunds for the FMC Tax Case as follows:

               (i)    FMC will pay for all out of pocket expenses relating to
     the prosecution of the FMC Tax Case;

               (ii)   FMC shall have the sole right to control the prosecution
     of the FMC Tax Case, provided that FMC shall provide Subsidiary with a
     timely and reasonably detailed account of each stage of the FMC Tax Case,
     shall consult with Subsidiary before taking any significant action in
     connection with the FMC Tax Case and shall prosecute the FMC Tax Case
     diligently and in good faith as if FMC were the only party in interest;

               (iii)  To the extent that the Service prevails in the FMC Tax
     Case, Subsidiary shall be responsible for, and shall pay to FMC on demand,
     the first $4.3 million of any payment (including payment of Taxes, interest
     or penalties) due the Service;

               (iv)   Any amounts due the Service in excess of $4.3 million
     shall be the sole responsibility of FMC;

               (v)    To the extent that as a result of the disposition of the
     FMC Tax Case, FMC is entitled to a Refund of Taxes (including interest),
     the amount of such Refund will be allocated as follows: (x) first, FMC
     shall be entitled to retain that amount of the Refund of Taxes equal to the
     amount of the costs described in (i) above; (y) any balance of the Refund
     of Taxes remaining after deducting the amount set forth in (x) above shall
     be divided equally between the parties;

               (vi)   FMC shall pay any amounts due to Subsidiary pursuant to
     (v) hereof within thirty (30) Business Days of receipt of such amounts from
     the Service; and

               (vii)  The obligation of FMC to make payments to Subsidiary under
     (v) hereof shall cease with respect to tax years ending after the 2004 tax
     year, and no payments shall be due to Subsidiary with respect to Refunds
     received after the ending of such tax year.

                                      -35-
<PAGE>

          11.5   Notwithstanding any other provision of this Agreement, in the
event that prior to or in connection with the Restructuring a foreign Subsidiary
Affiliate makes a payment to Parent which is treated as a Qualifying
Pre-Restructuring Foreign Dividend, FMC shall be liable (and Subsidiary shall
not be liable) for any Taxes of Subsidiary resulting from, arising out of or
relating to such Qualifying Pre-Restructuring Foreign Dividend.

          11.6   In the event it is necessary to allocate income, expense or
other items between the Technologies Business and the Chemicals Business in
connection with any aspect of the matters described in sections 11.1, 11.2,
11.3, 11.4 or 11.5, such allocation shall be made by FMC in good faith and in
its reasonable discretion.

          11.7   Any alternative minimum tax credit carryforwards ("AMT Credit
C/F's"), regular tax foreign tax credit carryforwards ("Regular FTC C/F's") or
alternative minimum tax foreign tax credit carryforwards ("AMT FTC C/F's") shall
be allocated to Parent and any Refund of any AMT Credit C/F's, Regular FTC C/F's
or AMT FTC C/F's shall be solely for the accoun of Parent.

     Section 12. Miscellaneous
                 -------------

          12.1   Effectiveness. This Agreement shall become effective upon
execution by both parties hereto.

          12.2   Notices. All notices, requests, demands and other
communications under this Agreement shall be in writing and, unless otherwise
provided herein, shall be deemed to have been duly given (i) on the date of
service if served personally on the party to whom notice is given, (ii) on the
day of transmission if sent via facsimile transmission to the facsimile number
given below; provided, telephonic confirmation of receipt is obtained promptly
after completion of transmission, (iii) on the business day after delivery to an
overnight courier service or the Express mail service maintained by the United
States Postal Service, provided, receipt of delivery has been confirmed, or (iv)
on the fifth day after mailing, provided, receipt of delivery is confirmed, if
mailed to the party to whom notice is to be given, by first class mail,
registered or certified, postage prepaid, properly addressed and return-receipt
requested, to the party as follows:

          If to FMC or any FMC Affiliate prior to the Distribution, to:

                 FMC Corporation
                 200 East Randolph Drive
                 Chicago, Illinois 60601
                 Facsimile: (312) 861-6176
                 Attention: Secretary

          If to FMC or any FMC Affiliate after the Distribution, to:

                 FMC Corporation
                 1735 Market Street
                 Philadelphia, Pennsylvania 19103
                 Facsimile: (215) 299-5999
                 Attention: Secretary

                                      -36-
<PAGE>

          If to Subsidiary or any Subsidiary Affiliate to:

                 FMC Technologies, Inc.
                 200 East Randolph Drive
                 Chicago, Illinois 60601
                 Facsimile: (312) 861-6176
                 Attention: Secretary

Any party may change its address or fax number by giving the other party written
notice of its new address or fax number in the manner set forth above.

          12.3   Changes in Law. Any reference to a provision of the Code or a
law of another jurisdiction shall include a reference to any applicable
successor provision or law.

          12.4   Successors and Assigns. This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit of the parties
and their respective successors and permitted assigns, but neither this
Agreement nor any of the rights, interests or obligations hereunder shall be
assigned by either party without the prior written consent of the other party.

          12.5   Authorization, Etc. Each of the parties hereto hereby
represents and warrants that it has the power and authority to execute, deliver
and perform this Agreement, that this Agreement has been duly authorized by all
necessary corporate action on the part of such party, that this Agreement
constitutes a legal, valid and binding obligation of each such party and that
the execution, delivery and performance of this Agreement by such party does not
contravene or conflict with any provision of law or of its charter or bylaws or
any agreement, instrument or order binding on such party.

          12.6   Complete Agreement. This Agreement shall constitute the entire
agreement between FMC or any FMC Affiliate and Subsidiary or any Subsidiary
Affiliate with respect to the subject matter hereof and shall supersede all
previous negotiations, commitments and writings with respect to such subject
matter. Unless the context indicates otherwise, any reference to Subsidiary in
this Agreement shall refer to Subsidiary and the Subsidiary Affiliates and any
reference to FMC in this Agreement shall refer to FMC and the FMC Affiliates.
Notwithstanding anything to the contrary herein, nothing in this Agreement shall
modify the rights and obligations of the parties as set forth in Section 2.3 of
the Separation Agreement.

          12.7   Interpretation. The Section headings contained in this
Agreement are solely for the purpose of reference, are not part of the agreement
of the parties and shall not in any way affect the meaning or interpretation of
this Agreement. Whenever any words are used herein in the masculine gender, they
shall be construed as though they were also used in the feminine gender in all
cases where they would so apply. The parties have participated jointly in the
negotiation and drafting of this agreement.

          12.8   Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Delaware
(regardless of the laws that might

                                      -37-
<PAGE>

otherwise govern under applicable principles of conflicts law) as to all
matters, including, without limitation, matters of validity, construction,
effect, performance and remedies.

          12.9   Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

          12.10  Legal Enforceability; No Presumption against Drafter. Any
provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any such prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any other
jurisdiction. In the event an ambiguity or question of intent or interpretation
arises, this Agreement shall be construed as if drafted jointly by the parties
and no presumption or burden of proof shall arise favoring or disfavoring any
party by virtue of the authorship of any of the provisions of this Agreement.

          12.11  No Third Party Beneficiaries. This Agreement is solely for the
benefit of FMC, the FMC Affiliates, Subsidiary and the Subsidiary Affiliates,
and is not intended to confer upon any other person any rights or remedies
hereunder.

          12.12  Jurisdiction; Forum. (a) By the execution and delivery of this
Agreement, FMC and Subsidiary submit and agree to cause the FMC Affiliates and
Subsidiary Affiliates, respectively, to submit to the personal jurisdiction of
any state or federal court in the State of Delaware in any suit or proceeding
arising out of or relating to this Agreement.

                 (b)  To the extent that FMC, Subsidiary, any FMC Affiliate or
any Subsidiary Affiliate has or hereafter may acquire any immunity from
jurisdiction of any Delaware court or from any legal process (whether through
service or notice, attachment prior to judgment, attachment in aid of execution,
execution or otherwise) with respect to itself or its property, FMC or
Subsidiary, as the case may be, hereby irrevocably waives, and agrees to cause
the FMC Affiliates and the Subsidiary Affiliates, respectively, to waive such
immunity in respect of its obligations with respect to this Agreement.

                 (c)  The parties hereto agree that an appropriate and
convenient, non-exclusive forum for any disputes between any of the parties
hereto or the FMC Affiliates and the Subsidiary Affiliates arising out of this
Agreement shall be in any state or federal court in the State of Delaware.

          12.13  Confidentiality. Each party shall hold and cause its
consultants and advisors to hold in strict confidence, unless compelled to
disclose by judicial or administrative process or, in the opinion of its
counsel, by other requirements of law, all information (other than any such
information relating solely to the business or affairs of such party) concerning
the other parties hereto furnished it by such other party or its representatives
pursuant to this Agreement (except to the extent that such information can be
shown to have been (a) previously known by the party to which it was furnished,
(b) in the public domain through no fault of such party, or (c) later lawfully
acquired from other sources by the party to which it was furnished), and each
party shall not release or disclose such information to any other person, except
its auditors, attorneys,

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<PAGE>

financial advisors, bankers and other consultants and advisors who shall be
advised of the provisions of this Section. Each party shall be deemed to have
satisfied its obligation to hold confidential information concerning or supplied
by the other party if it exercises the same care as it takes to preserve
confidentiality for its own similar information.

          12.14  Expenses. Unless otherwise expressly provided in this Agreement
or in the Separation and Distribution Agreement, each party shall bear any and
all expenses that arise from their respective obligations under this Agreement.
In the event either party to this Agreement brings an action or proceeding for
the breach or enforcement of this Agreement, the prevailing party in such action
or proceeding, whether or not such action or proceeding proceeds to final
judgment, shall be entitled to recover as an element of its costs, and not as
damages, such reasonable attorneys' fees as may be awarded in the action or
proceeding in addition to whatever other relief to which the prevailing party
may be entitled.

          12.15  Amendment and Modification. This Agreement may be amended,
modified or supplemented only by written agreement of the parties.

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<PAGE>


               IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed by a duly authorized officer as of the date first above
written.


                              FMC Corporation
                              on behalf of itself and each of the FMC Affiliates


                              By  /s/ William G. Walter
                                  ----------------------------------------------
                                  Name:  William G. Walter
                                  Title: Executive Vice President


                              FMC Technologies, Inc.
                              on behalf of itself and each of the Subsidiary
                              Affiliates


                              By  /s/ Randall S. Ellis
                                  ----------------------------------------------
                                  Name:  Randall S. Ellis
                                  Title: Vice President

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