First Amendment To FMC Non-qualified Savings And Investment Plan Trust

Exhibit 10.15.a


FIRST AMENDMENT TO TRUST AGREEMENT BETWEEN

FIDELITY MANAGEMENT TRUST COMPANY AND

FMC CORPORATION

THIS FIRST AMENDMENT, effective as of the first day of October, 2003, except as otherwise stated herein, by and between Fidelity Management Trust Company (the " Trustee" ) and FMC Corporation (the " Sponsor" );

WITNESSETH:

WHEREAS, the Trustee and the Sponsor heretofore entered into a Trust Agreement dated and restated September 28, 2001, with regard to the FMC Corporation Nonqualified Savings and Investment Plan (the " Plan" ); and


WHEREAS, the Sponsor has informed the Trustee that effective as of the close of business (4 p.m. ET) on June 30, 2003, the assets of the FMC Technologies Stock Fund were also frozen to exchanges out; and

WHEREAS, the Sponsor desired and directed the Trustee, in accordance with Section 8(b), to commence liquidating all Participant balances held in the FMC Technologies Stock Fund on July 1, 2003, in accordance with Fidelity' s best practices in the marketplace. The Sponsor was aware that market conditions may dictate that the trading occurs until July 7, 2003. The Sponsor directed that upon completion of the liquidation and settlement of the last trade on July 7, 2003, the Trustee shall invest the proceeds in the Fidelity Money Market Trust: Retirement Government Money Market Portfolio. The parties hereto agree that the Trustee shall have no discretionary authority with respect to this sale and transfer directed by the Sponsor. Any variation from the procedure described herein may be instituted only at the express written direction o ...