SUCCESSION AGREEMENT



                           DATED AS OF AUGUST 6, 2002



                                      AMONG



                                 FMC CORPORATION



                                       AND



                            BNY MIDWEST TRUST COMPANY

                                   as Trustee,



                                       AND



                       WACHOVIA BANK, NATIONAL ASSOCIATION

                              as Successor Trustee



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THIS SUCCESSION AGREEMENT, dated as of August 6, 2002, but not effective until

the date of execution and delivery hereof by all parties hereto, among FMC

Corporation, a Delaware corporation ("Company"), BNY Midwest Trust Company, an

Illinois trust company ("Trustee"), and Wachovia Bank, National Association, a

national banking association ("Successor Trustee"),



                                   WITNESSETH:



WHEREAS, the Company and Trustee are parties to an Indenture dated as of April

1, 1992 ("1992 "Indenture"), under which the Company has issued debt securities,

of which one series with an aggregate principal amount of $160,490,000 is

currently outstanding; and



WHEREAS, the Company and Trustee are parties to an Indenture dated as of July 1,

1996 ("1996 "Indenture"; together with the 1992 Indenture, "Indentures"), under

which the Company has issued debt securities, of which three series with an

aggregate outstanding principal amount of $342,500,000 are currently

outstanding; and



WHEREAS, Exhibit A hereto lists all the series of debt securities outstanding

under the 1992 Indenture or the 1996 Indenture; and



WHEREAS, the Company and Trustee are parties to an Exchange Rate Agent Agreement

dated as of January 24, 1997 ("1997 Exchange Rate Agreement"), pursuant to which

the Company has appointed the Trustee to serve as exchange rate agent for the

Company's Medium-Term Notes, Series A, issued under the 1996 Indenture; and



WHEREAS, the Company and Trustee are parties to an Exchange Rate Agent Agreement

dated as of November 12, 1998 ("1998 Exchange Rate Agreement"; together with the

1997 Exchange Rate Agreement, "Exchange Rate Agreements"), pursuant to which the

Company has appointed the Trustee to serve as exchange rate agent for the

Company's Medium-Term Notes, Series B, issued under the 1996 Indenture; and



WHEREAS, the Company and Trustee are parties to a Calculation Agent Agreement

dated as of January 24, 1997 ("1997 Calculation Agreement"), pursuant to which

the Company has appointed the Trustee to serve as calculation agent for the

Company's Medium-Term Notes, Series A, issued under the 1996 Indenture; and



WHEREAS, the Company and Trustee are parties to a Calculation Agent Agreement

dated as of November 12, 1998 ("1998 Calculation Agreement"; together with the

1997 Calculation Agreement, "Calculation Agreements"), pursuant to which the

Company has appointed the Trustee to serve as calculation agent for the

Company's Medium-Term Notes, Series B, issued under the 1996 Indenture; and



WHEREAS, each of the above-referenced indentures and agreements provides that in

certain circumstances the Trustee may resign or be removed from its position

thereunder; and



WHEREAS, the Trustee has given written notice to the Company of the Trustee's

resignation as trustee under the Indentures, as exchange rate agent under the

Exchange Rate Agreements, and as calculation agent under the Calculation

Agreements; such notice made pursuant to Section 6.8 of the Indentures, Section

7(a) of the Exchange Rate Agreements, and Section 6(a) of the Calculation

Agreements; and



{PAGE}



WHEREAS, the Company desires to appoint the Successor Trustee to serve as

successor trustee under the Indentures, to serve as successor exchange rate

agent under the Exchange Rate Agreements, and to serve as successor calculation

agent under the Calculation Agreements; such appointments to be made pursuant to

Section 6.8 of the Indenture, Section 7(b) of the Exchange Rate Agreements, and

Section 6(b) of the Calculation Agreements; and



WHEREAS, such appointments by the Company shall not be effective until their

acceptance hereunder by the Successor Trustee;



NOW THEREFORE, pursuant to Section 6.8 of the Indentures, Section 7 of the

Exchange Rate Agreements and Section 6 of the Calculation Agreements, and in

consideration of the covenants herein contained, and intending to be legally

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