FMC Corporation

                          Executive Severance Agreement

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         THIS AGREEMENT is made and entered into as of the 1/st/ day of October,

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2001, by and between FMC Corporation (hereinafter referred to as the "Company")

and William G. Walter (hereinafter referred to as the "Executive").

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         WHEREAS, the Board has approved the Company's entering into severance

agreements with certain key executives of the Company;



         WHEREAS, the Executive is a key executive of the Company;



         WHEREAS, should the possibility of a Change in Control of the Company

arise, the Board believes it is imperative that the Company and the Board should

be able to rely upon the Executive to continue in the Executive's position, and

that the Company should be able to receive and rely upon the Executive's advice,

if requested, as to the best interests of the Company and its shareholders

without concern that the Executive might be distracted by the personal

uncertainties and risks created by the possibility of a Change in Control;



         WHEREAS, the Executive agrees that the terms of this Agreement

completely replace and supersede the provisions of any prior executive severance

agreement with the Company;



         WHEREAS, should the possibility of a Change in Control arise, in

addition to the Executive's regular duties, the Executive may be called upon to

assist in the assessment of such possible Change in Control, advise management

and the Board as to whether such Change in Control would be in the best

interests of the Company and its shareholders, and to take such other actions as

the Board might determine to be appropriate;



         WHEREAS, the Executive acknowledges that neither the IPO nor the

Distribution will result in a Change in Control; and



         WHEREAS, the Executive and the Company desire that the terms of this

Agreement will completely replace and supersede the provisions set forth in the

Plan, setting forth the terms and provisions with respect to the Executive's

entitlement to payments and benefits following a Change in Control.



         NOW THEREFORE, to assure the Company that it will have the continued

dedication of the Executive and the availability of the Executive's advice and

counsel notwithstanding the possibility, threat, or occurrence of a Change in

Control of the Company, and to induce the Executive to remain in the employ of

the Company, and for other good and valuable consideration, the Company and the

Executive agree as follows:



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{PAGE}



Article 1. Establishment, Term, and Purpose



This Agreement will commence on the Effective Date and will continue in effect

for a three (3) year term, until the third anniversary of the Effective Date.

Upon each anniversary of the Effective Date, the term of this Agreement will be

extended automatically for one (1) additional year, unless the Committee

delivers written notice six (6) months prior to such anniversary to the

Executive that this Agreement will not be extended. In such case, this Agreement

will terminate at the end of the term, or extended term, then in progress.



However, in the event a Change in Control occurs during the original or any

extended term, this Agreement will remain in effect for the longer of: (i)

twenty-four (24) months beyond the month in which such Change in Control

occurred; and (ii) until all obligations of the Company hereunder have been

fulfilled, and until all benefits required hereunder have been paid to the

Executive.



Article 2. Definitions



Whenever used in this Agreement, the following terms will have the meanings set

forth below and, when the meaning is intended, the initial letter of the word is

capitalized.



2.1.  Base Salary means the salary of record paid to an Executive as annual

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salary, excluding amounts received under incentive or other bonus plans, whether

or not deferred.



2.2.  Beneficiary means the persons or entities designated or deemed designated

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by the  Executive  pursuant to Section  11.2 herein.



2.3.  Board means the Board of Directors of the Company.

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2.4.  Cause means:

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            (a)   the Executive's Willful and continued failure to substantially

      perform the Executive's employment duties in any material respect (other

      than any such failure resulting from physical or mental incapacity or

      occurring after issuance by the Executive of a Notice of Termination for

      Good Reason), after a written demand for substantial performance is

      delivered to the Executive that specifically identifies the manner in

      which the Company believes the Executive has failed to perform the

      Executive's duties, and after the Executive has failed to resume

      substantial performance of the Executive's duties on a continuous basis

      within thirty (30) calendar days of receiving such demand;



            (b)   the Executive's Willfully engaging in conduct (other than

      conduct covered under (a) above) which is demonstrably and materially

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