THIRD AMENDMENT TO TRUST AGREEMENT BETWEEN FIDELITY MANAGEMENT TRUST COMPANY AND FMC CORPORATION

Exhibit 10.8.C

THIRD AMENDMENT TO TRUST AGREEMENT BETWEEN

FIDELITY MANAGEMENT TRUST COMPANY AND

FMC CORPORATION

THIS THIRD AMENDMENT, effective as of the fourteenth day of February, 2005, 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 Trustee and the Sponsor now desire to amend said Trust Agreement as provided for in Section 16 thereof;

NOW THEREFORE, in consideration of the above premises, the Trustee and the Sponsor hereby amend the Trust Agreement by:

(1) Amending the “investment options” section of Schedule “A” to add the following:

• Fidelity Spartan International Index Fund

IN WITNESS WHEREOF, the Trustee and the Sponsor have caused this Third Amendment to be executed by their duly authorized officers effective as of the day and year first above written.

FMC CORPORATION

FIDELITY MANAGEMENT TRUST COMPANY

By:

/s/ Xxxxxxx X. Xxxxxxx

2/10/05

By:

/s/ Xxxxxxx Xxxxx Xxxxxx

3/7/05

Xxxxxxx X. Xxxxxxx

Date

FMTC Authorized Signatory

Date

FMC Corporation

Core –NQSvgs&InvestTrust

Third Amendment