DEFINED BENEFIT RETIREMENT TRUST
THIS AGREEMENT is made effective as of the 30/th/ day of April, 2001 by and between FMC
CORPORATION (the "Company"), a Delaware corporation, and THE NORTHERN TRUST COMPANY, an
Illinois corporation of Chicago, Illinois (the "Trustee");
WHEREAS the Company and the Trustee executed the FMC Corporation Defined Benefit Retirement Trust (the
"Trust") dated the 2nd day of October, 2000; and
WHEREAS the Company and the Trustee desire to amend the Trust pursuant to Article Eight;
NOW, THEREFORE, the sections of the Trust set forth below are amended as follows, effective as of May 1,
2001, except as otherwise provided below, but all other sections of the Trust shall remain in full force and effect.
1. The following language is hereby inserted into the third paragraph between "date of this Agreement" and ", all
investments and reinvestments thereof":
"or hereafter acquired by the Trustee as Trustee in connection with a Plan for which this Agreement is adopted as
the funding medium,".
2. The language "the Plan" is hereby replaced with "a Plan" in Sections 1.1, 1.12, 2.1, 9.3 in the sixth line, and
3. The language "the Plan" is hereby replaced with "each Plan" in Sections 1.3, 5.1, 9.3 in the third line, and 9.7.
4. The sixth line of Section 1.9 is hereby amended to replace "for assuring that the Plan does not violate any
provisions of" with "for assuring that no Plan violates any provisions of".
5. Section 1.13 is hereby amended in its entirety as follows:
"1.13 "Plan" means a retirement plan which has been established by the Company or by a Subsidiary and for
which this agreement has been adopted as the funding medium;".
6. Effective as of October 2, 2000, Section 1.16 is hereby amended to delete "Separate Investment Trust
Account" and replace it with "Separate Investment Account".
7. Section 1.25 is hereby added as follows immediately following Section 1.24:
"1.25 "Company Stock" means common