Exhibit 10.4.c
FMC CORPORATION
DEFINED BENEFIT RETIREMENT TRUST
THIS AGREEMENT , effective as of the 2nd day of October, 2000, is made between FMC
CORPORATION , a Delaware corporation, herein referred to as the "Company", and THE NORTHERN
TRUST COMPANY , an Illinois corporation, of Chicago, Illinois, as Trustee, and constitutes a restatement of
the FMC CORPORATION DEFINED BENEFIT RETIREMENT TRUST agreement, which was
heretofore made by the Company as the funding medium for the FMC Corporation Employees' Retirement
Program, hereinafter referred to as the "Plan", and under which the Trustee is accepting appointment as successor
trustee.
The Company has appointed the Employee Welfare Benefit Plans Committee, hereinafter referred to as
the "Committee", as the Plan fiduciary which has the responsibility for administering the Plan. The Committee has
appointed the Pension Investment Subcommittee of the Committee as the Plan fiduciary which has the
responsibility for Plan investments.
The Trust Fund shall consist of all assets held by the Trustee as of the date of this Agreement, all
investments and reinvestments thereof and all additions thereto by way of contributions, earnings and increments;
is intended to constitute a qualified trust as defined under Section 401(a) of the Code and is entitled to tax
exemption under Section 501(a) of the Code; shall at all times be maintained as a domestic trust in the United
States; and shall be held upon the following terms:
ARTICLE ONE: DEFINITIONS
For the purposes of this Agreement:
1.1 "Beneficiary" means a person designated to receive a benefit under the Plan after the death of a
Participant;
1.2 "Code" means the Internal Revenue Code of 1986, as in effect from time to time, and the
regulations issued thereunder;
1.3 "Committee" means the Employee Welfare Benefit Plans Committee as constituted from time to time
which has the responsibility for administering th