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                                                                   Exhibit 10.10

                                 FMC Corporation
                            Executive Severance Plan
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              (As Amended and Restated Effective as of May 1, 2001)

1.   History and Purpose. The Company adopted the Plan in 1983 and amended and
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restated in 1997 and as of January 1, 2000. The Plan is hereby amended and
restated as of May 1, 2001. The purpose of the Plan is to assure the Company
that it will have the continued dedication and the availability of objective
advice and counsel from key executives of the Company, notwithstanding the
possibility, threat or occurrence of a bid to take over control of the Company.

     The Board  believes it is imperative  that, if the Company  receives any
proposals from a third person concerning a possible business combination with
the Company or the acquisition of the Company's equity securities, both the
Company and the Board be able to rely upon key executives to continue in their
positions and to be available for advice, without concern that those individuals
might be distracted by their own personal financial situations and the risks to
themselves created by the proposal.

     If the Company receives any such proposal,  key executives will be called
upon to assist in assessing the proposal, to advise management and the Board
regarding whether the proposal is in the best interest of the Company and its
stockholders, and to take such other actions as the Board might deem
appropriate.

2.   Eligible Executives.  The following individuals will be Participants:
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     a. the Chairman of the Board;

     b. the President, the Executive Vice Presidents, and the Senior Vice
     Presidents of the Company;

     c. the Group and Regional Managers of the Company;

     d. other officers of the Company, except Assistant Secretaries and
     Assistant Treasurers;

     e. Division Managers of the Company; and

     f. other key executives of the Company and its Affiliates who are from time
     to time named as Participants by the Committee in its sole discretion.

     A Participant will cease to be a Participant if and when the Committee
determines he or she should no longer be a Participant. The Committee will not
determine that a Participant has ceased to be a Participant during any period
that the Company knows a Person has taken steps reasonably calculated to effect
a Change in Control, and before the Board has determined that

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that Person has abandoned or terminated its efforts to effect a Change in
Control. The decision of the Board that a Person has abandoned or terminated its
efforts to effect a Change in Control will be conclusive and binding on all
Participants.

3.   Terms of the Plan. The terms of the Plan are as set forth in the forms
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of Agreement attached to this Plan, with Form IA applicable to Tier IA
Participants, Form I applicable to Tier I Participants, Form II applicable to
Tier II Participants and Form III applicable to Tier III Participants. The
Company will enter into Agreements with each Participant containing the terms
set forth in the applicable form. Once an individual becomes a Participant, for
periods prior to the date the Company and the Participant execute an Agreement,
the Participant will be entitled to participate in the Plan on the terms and
conditions set forth in the form of Agreement applicable to the Participant.

4.   Certain Definitions. Capitalized terms used in this Plan will have the
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meanings set forth below.

     a.  Affiliate means a corporation or other entity controlled by,
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         controlling or under common control with the Company, including,
         without limitation, any corporation partnership, joint venture or other
         entity during any period in which at least a fifty percent (50%) voting
         or profits interest is owned, directly or indirectly, by the Company or
         any successor to the Company.

     b.  Agreement means the executive severance agreements, in the forms
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         attached to the Plan, that the Company enters into with Participants to
         memorialize the terms of their entitlement to executive severance
         benefits.

     c.  Board means the Board of Directors of the Company, as it is constituted
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         from time to time.

     d.  Change in Control means the happening of any of the following events:
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             (1) An acquisition by any Person of beneficial ownership (within
         the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty
         percent (20%) or more of either (A) the then outstanding shares of
         common stock of the Company (the "Outstanding Company Common Stock") or
         (B) the combined voting power of the then outstanding voting securities
         of the Company entitled to vote generally in the election of directors
         (the "Outstanding Company Voting Securities"); excluding, however, the
         following: (i) any acquisition directly from the Company, other than an
         acquisition by virtue of the exercise of a conversion privilege unless
         the security being so converted was itself acquired directly from the
         Company, (ii) any acquisition by the Company, (iii) any acquisition by
         any employee benefit plan (or related trust) sponsored or maintained by
         the Company or any entity controlled by the Company, or (iv) any
         acquisition pursuant to a transaction which complies with Subsections
         (A), (B) and (C) of Subsection (3) of this Section 4d;

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             (2) A change in the composition of the Board such that the
         individuals who, as of the Effective Date, constitute the Board (such
         Board will be hereinafter referred to as the "Incumbent Board") cease
         for any reason to constitute at least a majority of the Board;
         provided, however, for purposes of this Section 4(d), that any
         individual who becomes a member of the Board subsequent to the
         Effective Date, whose election, or nomination for election by the
         Company's stockholders, was approved by a vote of at least a majority
         of those individuals who are members of the Board and who were also
         members of the Incumbent Board (or deemed to be such pursuant to this
         proviso) will be considered as though such individual were a member of
         the Incumbent Board; but, provided further, that any such individual
         whose initial assumption of office occurs as a result of either an
         actual or threatened election contest (as such terms are used in Rule
         14a-11 of Regulation 14A promulgated under the Exchange Act) or other
         actual or threatened solicitation of proxies or consents by or on
         behalf of a Person other than the Board will not be so considered as a
         member of the Incumbent Board;

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

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

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e.       Committee means the Compensation and Organization Committee of the
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         Board, or any other committee of the Board that has, on the date of
         termination, the duties and responsibilities delegated to the
         Compensation and Organization Committee as of the Effective Date.

f.       Company means FMC Corporation, a Delaware Corporation, or any successor
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         thereto.

g.       Distribution means FMC's distribution of its interest in the Company.
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h.       Effective Date means May 1, 2001, the date the Plan was adopted by the
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         Board.

i.       Exchange Act means the Securities Exchange Act of 1934, as amended, or
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         any successor thereto.

j.       FMC means FMC Corporation, a Delaware corporation.
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k.       IPO means the initial registered public offering by the Company of
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         shares of common stock of the Company.

l.       Participant means one of the Tier IA Participants, Tier I Participants,
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         Tier II Participants or Tier III Participants.

m.       Person has the meaning ascribed to such term in Section 3(a)(9) of the
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         Exchange Act and used in Sections 13(d) and 14(d) thereof, including a
         "group" as provided in Section 13(d) thereof.

n.       Plan means the FMC Corporation Executive Severance Plan, as set forth
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         herein and as hereinafter amended from time to time.

o.       Tier IA Participants means the Chairman of the Board, the Chief
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         Executive Officer and the President of the Company, and any other
         employees of the Company or an Affiliate designated by the Committee as
         Tier IA Participants.

p.       Tier I Participants means the Executive Vice Presidents, Senior Vice
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         Presidents, Group Managers, and International Regional Managers of the
         Company, and any other employees of the Company or an Affiliate
         designated by the Committee as Tier I Participants.

q.       Tier II Participants means all officers of the Company other than
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         Assistant Secretaries and Assistant Treasurers, and any other employees
         of the Company or an Affiliate designated by the Committee to be Tier
         II Participants.

r.       Tier III Participants means Division Managers of the Company and any
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         other employees of the Company or an Affiliate designated by the
         Committee to be Tier

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               III Participants, and any other employees of the Company or an
               Affiliate designated by the Committee as Tier III Participants.

5.       Trust. The Company will create a trust in accordance with the terms of
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the forms of Agreement. The trust will have such assets as the forms of
Agreement provide. Any assets contained in the trust will, at all times, be
specifically subject to the claims of the Company's general creditors in the
event of bankruptcy or insolvency. The trust document must specifically state
that any assets held under it will be subject to the claims of the Company's
general creditors in the event of bankruptcy or insolvency, and must detail the
required procedure for notifying the trustee of the Company's bankruptcy or
insolvency.

6.       Termination and Amendment of the Plan.  The Board or the Committee
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will have the power at any time, in its discretion, to amend, abandon or
terminate the Plan, in whole or in part. Notwithstanding the foregoing, no
amendment, abandonment or termination may modify, waive or discharge any
provisions of the Agreements, unless each affected Participant agrees in
writing, signed by the Participant and an authorized member of the Board or the
Committee (or by either or both parties' legal representatives or successors),
to the modification, waiver or discharge.

7.       Governing Law. The validity, interpretation, construction and
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enforcement of this Plan will be governed by the laws of the State of Delaware,
without giving effect to that state's conflicts of laws principles.
Notwithstanding the foregoing, to the extent state laws are preempted by the
laws of the United States, the laws of the United States will control the
validity, interpretation, construction and enforcement of this Plan.

8.       Administration  by the Committee.  The Committee is the  administrator
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of the Plan, and has all powers necessary to carry out the Plan's provisions.
Among other things, the Committee has the authority, subject to the terms of the
Plan and the Agreements, to adopt, alter and replace administrative rules,
guidelines and practices governing the Plan, to interpret the terms and
provisions of the Plan and any Agreements and to take any action it deems
appropriate for the administration of the Plan. The Committee may act only by a
majority of its members then in office unless it allocates or delegates its
authority to a Committee member or other person to act on its behalf. The
Committee may allocate all or any portion of its responsibilities and powers to
any one or more of its members and may delegate all or any part of its
responsibilities and powers to any other person or persons. Any such allocation
or delegation may be revoked by the Committee at any time. The regularly kept
records of the Company and its Affiliates will be final, conclusive and binding
on all persons regarding a Participant's date and length of service, amount of
compensation and the manner of its payment, type and length of absences from
work and all other matters contained in those records. Any authority granted to
the Committee may also be exercised by the Board. To the extent that any
permitted action taken by the Board conflicts with action taken by the
Committee, the Board action will control.

9.       Incapacity.  If any person  entitled  to a  distribution  under the
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Plan is deemed by the Company or the Committee or their delegates to be
incapable of personally receiving and giving a valid receipt for the
distribution, then, unless and until a duly appointed guardian or other
representative of the person claims the distribution, the Company or its
delegate may pay the

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distribution or any part of it to any other person or institution then
contributing toward or providing for the care and maintenance of the person
entitled to the distribution. Any payment pursuant to the preceding payment will
be a payment for the account of the person entitled to it, and a complete
discharge of the Company, the Committee, their delegates and the Plan from any
liability for the payment.

10.      Indemnification.  The Company and each Affiliate will indemnify and
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hold harmless each member of the Committee, or any employee of the Company or
any Affiliate (to the extent not indemnified or saved harmless under any
liability insurance or any other indemnification arrangement) from any and all
claims, losses, liabilities, costs and expenses (including attorneys' fees)
arising out of any actual or alleged act or failure to act made in good faith
pursuant to the provisions of the Plan or the trust, including expenses
reasonably incurred in the defense of any claim regarding the administration of
the Plan or the trust. Notwithstanding the foregoing, no indemnification or
defense will be provided under this Plan or trust to any person, regarding any
conduct that has been judicially determined, or agreed by the parties, either to
have constituted willful misconduct by that person, or to have resulted in his
or her receipt of personal profit or advantage to which he or she was not
entitled.

11.      Limitations on Liability.  Notwithstanding any of the preceding
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provisions of this Plan, neither the Company, the Committee nor any individual
acting as an employee or agent of the Company will be liable to any Participant,
former Participant or other person for any claim, loss, liability or expense
incurred in connection with the Plan, other than claims for benefits payable
under any Agreement.

12.      Unclaimed Benefit. If all or any portion of a distribution payable to a
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Participant remains unpaid five years after it became payable because the
Committee was unable to locate the Participant, after sending a registered
letter, return receipt requested, to the last known address of the Participant,
then the amount payable to the Participant will become a forfeiture, and will be
retained by the Company as part of its general assets.

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

                                           FMC CORPORATION

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