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

Exhibit 10.8.d

FOURTH AMENDMENT TO TRUST AGREEMENT BETWEEN

FIDELITY MANAGEMENT TRUST COMPANY AND

FMC CORPORATION

THIS FOURTH AMENDMENT, effective as of the first day of July, 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 Sponsor hereby directs the Trustee, in accordance with Section 8(b) of the Trust Agreement, as follows: (i) on July 1, 2005, to liquidate all participant balances held in the PIMCO Total Return Fund - Administrative Class at its net asset value on such day, and to invest the proceeds in the PIMCO Total Return Fund - Institutional Class at its net asset value on such day; (ii) to redirect all participant contributions directed to the PIMCO Total Return Fund - Administrative Class after July 1, 2005 to be invested in the PIMCO Total Return Fund - Institutional Class; and (iii) to permit no further investments in the PIMCO Total Return Fund - Administrative Class as an investment option for the Plan after July 1, 2005; and

WHEREAS, the Sponsor hereby directs the Trustee, in accordance with Section 8(b) of the Trust Agreement, as follows: (i) on July 1, 2005, to liquidate all participant balances held in the Morgan Stanley Institutional Fund Trust Mid Cap Growth Portfolio - Adviser Class at its net asset value on such day, and to invest the proceeds in the Morgan Stanley Institutional Fund Trust: Mid Cap Growth Portfolio - Institutional Class at its net asset value on such day; (ii) to redirect all participant contributions directed to the Morgan Stanley Institutional Fund Trust Mid Cap Growth Portfolio - Adviser Class after July 1, 2005 to be invested in the Morgan Stanley Institutional Fund Trust: Mid Cap Growth Portfolio - Institutional Class; (iii) to permit no further investments in the Morgan Stanley Institutional Fund Trust Mid Cap Growth Portfolio - Adviser Class as an investment option for the Plan after July 1, 2005; and

WHEREAS, the Sponsor hereby directs the Trustee, in accordance with Section 8(b) of the Trust Agreement, as follows: (i) on July 1, 2005, to liquidate all participant balances held in the Royce Special Equity - Investor Class at its net asset value on such day, and to invest the proceeds in the Royce Special Equity - Institutional Class at its net asset value on such day; (ii) to redirect all participant contributions directed to the Royce Special Equity - Investor Class after July 1, 2005 to be invested in the Royce Special Equity - Institutional Class; (iii) to permit no further investments in the Royce Special Equity - Investor Class as an investment option for the Plan after July 1, 2005; and

WHEREAS, 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 of the Sponsor; 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:

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

Schedule “A”

RECORDKEEPING AND ADMINISTRATIVE SERVICES

Administration

Processing

OTHER

Communication Services.