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                                                               Exhibit 10.10 (a)

                                FMC CORPORATION
                               EXECUTIVE SEVERANCE
                             GRANTOR TRUST AGREEMENT

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

                                    Recitals
                                    --------

(a)       WHEREAS, the Company has adopted the FMC Corporation Executive
          Severance Plan and certain executive severance Agreements (the
          "Arrangements");

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

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

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

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

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

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Section 1.        Establishment of The Trust
                  --------------------------

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

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

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

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

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

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

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

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Section 2.     Payments to Participants and Their Beneficiaries
               ------------------------------------------------

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

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

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

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

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

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

Section 3.     Trustee Responsibility Regarding Payments
               To The Trust Beneficiary When The Company Is Insolvent
               ------------------------------------------------------

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

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

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

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

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

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

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

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

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Section 4.      Payments When a Short-Fall of The Trust Assets Occurs
                -----------------------------------------------------

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

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

Section 5.      Payments to the Company
                -----------------------

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

Section 6.      Investment Authority
                --------------------

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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


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

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

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

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

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


                                       -9-

<PAGE>

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

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

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

            (1)   the needs of the Arrangements;

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

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

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

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

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

     (h)    Execution of Purchases and Sales.

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


                                      -10-

<PAGE>

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

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

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

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

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

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

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

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

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

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

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<PAGE>

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

Section 7.     Insurance Contracts
               -------------------

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

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

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

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

Section 8.     Disposition of Income
               ---------------------

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

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

Section 9.     Accounting by The Trustee
               -------------------------

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

                                       -12-

<PAGE>

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

Section 10.    Responsibility of The Trustee
               -----------------------------

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

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

                                       -13-

<PAGE>

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

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

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

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

Section 11.    Compensation and Expenses of The Trustee
               ----------------------------------------

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

Section 12.    Resignation and Removal of The Trustee
               --------------------------------------

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

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

(c)      If the Trustee resigns within two years after a Change in Control, as
         defined herein, the Company, or if the Company fails to act within a
         reasonable period of time following such

                                       -14-

<PAGE>
         resignation, the Trustee shall apply to a court of competent
         jurisdiction for the appointment of a successor Trustee which satisfies
         the requirements of Section 13 or for instructions.

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

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

Section 13.    Appointment of Successor
               ------------------------

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

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

Section 14.    Amendment or Termination
               ------------------------

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

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

(c)      Upon written approval of all Participants or Beneficiaries entitled to
         payment of benefits pursuant to the terms of the Arrangements, the
         Company may terminate this Trust prior to

                                       -15-

<PAGE>

         the time that all benefit payments under the Arrangements have been
         made. All assets in the Trust at termination shall be returned to the
         Company.

Section 15.    Definitions
               -----------

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

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

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

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

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

         (c)   Consummation of a reorganization, merger or consolidation, sale
               or other disposition of all or substantially all of the assets of
               the Company, or acquisition by the Company of the assets or stock
               of another entity ("Corporate

                                       -16-

<PAGE>

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

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

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

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

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

         (1)   the present value of all benefits required under the
               Arrangements; and

         (2)   anticipated trustee, administrative and advisory fees in
               connection with the maintenance of the Trust or the Arrangements
               until the Company's obligations under the Arrangements have been
               fully met, and any taxes expected to be due over the remaining
               duration of the Trust.

                                       -17-

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

Section 16.    Miscellaneous
               -------------

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

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

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

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

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

<TABLE>
<S>                                                     <C>

FMC CORPORATION                                         WACHOVIA BANK, N.A. as TRUSTEE

By:  /s/ William H. Schumann III                        By:  /s/ Joe O. Long
     -----------------------------------------               ----------------------------------------

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


ATTEST:                                                 ATTEST:

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

Its: Vice President - Human Resources                  Its:  Assistant Secretary
     ----------------------------------------                ----------------------------------------
</TABLE>

                                       -18-

<PAGE>


                                  Attachment A

SCHEDULE OF FEES--FMC Corporation Executive Severance Plan
WACHOVIA EXECUTIVE SERVICES -
EXECUTIVE COMPENSATION AND OTHER
NON-QUALIFIED TRUST SERVICES
================================================================================

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

STANDARD SERVICES
--------------------------------------------------------------------------------

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

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

<TABLE>
<CAPTION>

                                                        MARKET VALUE      RATE PER $1,000
                                                        ------------      ---------------
                                               <S>      <C>               <C>

                                               First   $    500,000           $5.00
                                               Next       1,500,000            2.60
                                               Next       8,000,000            1.40
                                               Next      40,000,000             .50
                                               Next      50,000,000             .40
                                               Over     100,000,000         Negotiated
</TABLE>

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

    Insurance, Letter of Credit and      In applying the ad valorem schedule,
    other Non-Cash Funding               the cash surrender value of insurance,
                                         letters of credit, unfunded liabilities
                                         and other non-cash funding will
                                         normally be discounted 75% prior to
                                         change of control. Following a change
                                         of control, this discount will no
                                         longer

                                      -19-

<PAGE>

<TABLE>
<S>                                      <C>
                                         be used in computing ongoing fees, and
                                         Wachovia will normally manage assets
                                         not invested in insurance products.

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

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

     Additional Funds                    $500.00

     Insurance Policy Storage            $5.00 per policy


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


IV.     BENEFIT PAYMENTS AND WIRES       Cash Benefit Payments


                                         Periodic:                By check $2.50 plus postage
                                                                  By ACH $1.00 plus postage

                                         Non-Periodic:            $25.00 plus postage

                                         In-Kind Distributions    $50.00

                                         Payment Set-up           $100.00

        Stop Payments                    $20.00 initialization

        Wires                            $20.00 each


V.    TAX REPORTING

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

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

                                      -20-

<PAGE>

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

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

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

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

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

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

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

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

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

                                      -21-