1997 COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
PART I. GENERAL PROVISIONS
1. Purpose. The purpose of the FMC Corporation 1997 Compensation Plan for Non-Employee Directors is to
provide a compensation program which will attract and retain qualified individuals not employed by FMC
Corporation or its subsidiaries to serve on the Board of Directors of FMC Corporation and to further align the
interests of those directors with those of stockholders by providing that a substantial portion of compensation will
be linked directly to increases in stockholder value.
2. Definitions. Except as otherwise defined herein, terms used herein in capitalized form shall have the meanings
attributed to them in Annex A to this Plan.
3. Transition Rights. This Plan supersedes and replaces the Deferred Stock Plan and the Retirement Plan.
Participant rights and benefits accrued as of December 31, 1996, under the Deferred Stock Plan and the
Retirement Plan shall remain in effect as provided in this Plan but no new rights or benefits shall accrue pursuant
to such plans.
4. Effective Date. This Plan shall be effective as of January 1, 1997.
PART II. CASH COMPENSATION
1. Annual Retainer. Each Participant shall be entitled to receive an Annual Retainer in such amount as shall be
determined from time to time by the Board of Directors. Until changed by resolution of the Board of Directors,
the Annual Retainer shall be $40,000 of which the Deferred Amount shall be paid in the form of Common Stock
Units as set forth in Part III and the remainder, if any, shall be paid in cash in quarterly installments at the end of
each calendar year quarter. For purposes of this Plan, the Deferred Amount shall mean, with respect to each
Participant, an amount equal to (i)
$15,000, or such greater amount as the Participant may have elected, through April 30, 1997 and (ii) $25,000,
or such greater amount as the Participant shall have elected in accordance with the following sentence, after April