Amendment
to the
FMC 1990 Incentive Share Plan
WHEREAS, FMC Corporation (the "Company") maintains the FMC 1990 Incentive Share Plan (the "Plan");
and
WHEREAS, the Company previously has amended the Plan and the Company now considers it desirable to
further amend the Plan.
NOW, THEREFORE, in exercise of the authority delegated to the undersigned officer by Resolution of the
Company's Board of Directors and by virtue of the power reserved to the Company under Section 12(a) of the
Plan, the Plan, as previously amended, be and is hereby further amended, by substituting the following for Section
11(a) of the Plan, effective as of September 1, 1999:
"(a) Assignment and Transfer. Except as provided below, Options shall not be transferable other than by will or
the laws of descent and distribution, shall not be subject to execution, attachment or similar process, and may be
exercised or otherwise realized, during the grantee's lifetime, only by the grantee or his or her guardian or legal
representative.
(i) Beginning September 1, 1999, an Option agreement for a grant of Nonqualified Stock Options, may permit or
may be amended to permit the Participant who received the Option, at any time prior to the Participant's death,
to assign all or any portion of the Option granted to him or her to: (A) the Participant's spouse or lineal
descendants; (B) the trustee of a trust for the primary benefit of the Participant, the Participant's spouse or lineal
descendants, or any combination thereof; (C) a partnership of which the Participant, the Participant's spouse
and/or lineal descendants are the only partners; (D) custodianships under the Uniform Transfers to Minors Act or
any other similar statute; or (E) upon the termination of a trust by the custodian or trustee thereof, or the
dissolution or other termination of the family partnership or the termination of a custodianship under the Uniform
Transfers to Minors Act or other similar statute, to the person or persons who, in accordance with the ter