EXHIBIT 10.17

NORR STIEFENHOFER LUTZ

FRESENIUS MEDICAL CARE
AKTIENGESELLSCHAFT

2001 INTERNATIONAL STOCK INCENTIVE PLAN

TABLE OF CONTENTS

1. PREAMBLE AND PURPOSE 4

2. TERM OF THE PLAN 4

3. CONVERTIBLE BOND 4

4. PARTICIPANTS 6

5. GRANTING OF THE CONVERTIBLE BONDS 7

6. EMPLOYEE LOAN 9

7. TRANSFERABILITY 9

8. CONVERSION 9
8.1 Vesting Period 9
8.2. Conversion Periods 10
8.3. General Prerequisites for Conversion 10
8.4. Success Target 10
8.5. Conversion Price 11
8.6. Declaration of the Conversion 11
8.7 Conversion Day 12
8.8. Conversion Office 12
8.9 Black-out Periods 12
8.10 Additional Requirements 13

9. CONVERSION RIGHT IN SPECIAL CASES 13
9.1. Retirement by Age 13
9.2. Termination without Good Cause 13
9.3. Death 14
9.4. Termination with Good Cause 14
9.5. Employment with the Fresenius Group 14
9.6. Effect of Change of Subsidiary Status 14
9.7. Individual Cases 15

10. ADJUSTMENT OF CONVERSION PRICE 15

11. REPAYMENT OF THE CONVERTIBLE BOND 16

12. ALTERNATIVE SATISFACTION OF THE CONVERSION RIGHT 16

13. TAX AND COSTS 17
13.1. General 17
13.2 US-Citizens or US-Residents 17
13.3. Costs 18

14. ADMINISTRATION, TERMINATION AND ADJUSTMENT OF PLAN 18

15. OTHER PROVISIONS 19

16. DEFINITIONS 20

1. PREAMBLE AND PURPOSE

1.1 On May 23, 2001, the shareholders' meeting of Fresenius Medical Care
Aktiengesellschaft (the "Company") resolved (i) to create conditional
capital in the amount of Euro 10,240,000.00 through issuance of
4,000,000.00 non-voting bearer preference shares (the "Share"), and (ii)
to issue to the members of the Managing Board and to other employees of
the Company and the Affiliated Companies within the FMC-Group
convertible bonds, having a par value of Euro 2.56 each, entitling the
holders to subscribe to a maximum of 4,000,000 Shares (the ,,Convertible
Bonds"). This Fresenius Medical Care AG 2001 International Stock
Incentive Plan (the "Plan") sets forth the requirements, condition and
procedures for the grant and conversion of Convertible Bonds and has
been adopted by the Managing Board with the consent of the Supervisory
Board and, to the extent that members of the Managing Board are
Participants under the Plan, by the Supervisory Board.

1.2 The purpose of this Plan is to promote the success of the Company by
providing an additional means through the grant of Convertible Bonds to
attract, motivate, retain and reward key management and executive
employees of the FMC-Group, including members of the Managing Board,
with awards and incentives for high levels of individual performance and
improved financial performance of the FMC-Group.

2. TERM OF THE PLAN

2.1 The term of the Plan shall commence on the first day of the calendar
month following the day of entry of the conditional capital as mentioned
in sec. 1.1 in the Commercial Register of the Company.

2.2 According to the shareholders' resolution on May 23, 2001, the Managing
Board and the Supervisory Board shall be authorized to issue up to May
22, 2006 up to twenty percent (20%) of the total number of Convertible
Bonds available shall be

granted to the Participants each year. The Plan shall be valid up to the
last Convertible Bond issued under this Plan is terminated or converted.

3. CONVERTIBLE BONDS

3.1 For purposes of this Plan, Convertible Bonds are
Wandelschuldverschreibungen within the meaning of Sec. 192 para. 2 and
Sec. 221 para. 1 AktG [German Stock Corporation Act].

3.2 Each Convertible Bond has a par value of Euro 2.56. Each Convertible
Bond shall bear interest at the rate of 5.5% per annum, payable in
arrears. The term of each Convertible Bond shall be 10 years from the
Grant Date. During the applicable term, each Convertible Bond provides
an entitlement, in accordance with the requirements established under
this Plan and the resolution of the shareholders' of the Company on May
23, 2001, for the subscription of one Share.

3.3 On the basis of this Plan, a maximum of 4,000,000 Convertible Bonds
entitling the holders to subscribe to 4,000,000 Shares may be issued
during the term of this Plan. During the term of this Plan, a maximum of
500,000 Convertible Bonds may be issued to the members of the Managing
Board; a maximum of 3,500,000 Convertible Bonds may be issued to the
other Participants (excluding the members of the Managing Board). The
maximum number of Shares subject to Convertible Bonds that may be
granted in any calendar year to any Participant shall be limited to
200,000 Shares. If a Convertible bond is re-deemed, canceled, forfeited
or otherwise terminated (i.e. no longer subject to conversion into
Shares) the Shares that were subject to such Convertible Bond shall be
available to be used as the subject of new grants, subject to the
limitations under the Plan.

3.4 The individual Convertible Bonds will be represented by one global
certificate for each Grant Date; no individual certificates will be
issued to Participants. The Managing Board shall arrange to have any
bank or custodian it may choose in its sole discretion, hold all of the
Convertible Bonds on behalf of the Participants

(excluding the members of the Managing Board). The Supervisory Board
shall arrange to have any bank or custodian it may choose in its sole
discretion, hold all of the Convertible Bonds on behalf of the members
of the Managing Board.

3.5 Each Convertible Bond shall be convertible into one Share authorized as
conditional capital with respect to the Convertible Bonds, and no
special or separate reserve, fund or deposit shall be made to assure
conversion of such Convertible Bonds. Sec. 12 shall remain unaffected.
No Participant or other person shall have any right, title or interest
in any funds or in any specific asset of the Company (including Shares)
except as expressly otherwise provided. Neither the provisions of this
Plan (or of any related documents), nor the creation or adoption of this
Plan, nor any action taken pursuant to the provisions of this Plan shall
create, or be construed to create, a trust of any kind or a fiduciary
relationship between the Company (including its Affiliated Companies
within the FMC-Group) and any Participant or other person. To the extent
that a Participant or other person acquires a right to subscribe Shares
or receive payment pursuant to any Convertible Bonds hereunder, such
right shall be no greater than the right of any unsecured general
creditor of the Company.

4. PARTICIPANTS

4.1 Convertible Bonds may be issued only to the following groups of persons
(the,,Participants"):

a) members of the Managing Board of the Company;

b) members of the management of the Affiliated Companies within the
FMC-Group;

c) managerial staff members ("leitende Angestellte" within the
meaning of the classification by the Company) in the Company and
in Affiliated Companies within the FMC-Group;

d) other employees in the Company outside Germany and in Affiliated
Companies within the FMC-Group outside Germany.

4.2. The Managing Board shall determine the entitlement of the individual
Participants (excluding members of the Managing Board), to receive
Convertible Bonds. The Supervisory Board shall determine the entitlement
of the individual members of the Managing Board to receive Convertible
Bonds.

4.3. The number of Convertible Bonds granted to a Participant shall be
determined on the basis of the Participant's individual performance and
responsibility for the FMC-Group. Such determination shall be made by
the Managing Board for the Participants (excluding the members of the
Managing Board) and by the Supervisory Board for the members of the
Managing Board. The Managing Board shall, with the consent of the
Supervisory Board, determine a maximum number of Convertible Bonds which
may be granted to the Participants (excluding the members of the
Managing Board). Such maximum number may vary depending, inter alia, on
the degree of responsibility. The Supervisory Board may determine a
maximum number of Convertible Bonds which may be granted to the members
of the Managing Board. Such maximum number may vary depending on the
degree of responsibility.

4.4. No claim for the grant of Convertible Bonds on the basis of this Plan
shall be legally permissive. The status or possible status of an
employee as a Participant or the granting of Convertible Bonds to any
Participant in the past shall not be construed as a commitment that
Convertible Bonds will be granted under this Plan to such employee or to
any possible Participant generally or in the future.

5. GRANTING OF THE CONVERTIBLE BONDS

5.1. The Convertible Bonds shall, in each case, be granted to the
Participants on the last Monday in July and/or on the first Monday in
December (the "Grant Date").

5.2. Immediately after the Grant Date, the Managing Board or Supervisory
Board (with respect to grants to members of the Managing Board) may
offer to the Participants the choice between the two types of
Convertible Bonds. Each offer to a Participant, shall state the number
of the Convertible Bonds to be issued to the Participant if the
Participant chooses Convertible Bonds with a Success Target, the number
to be issued if the Participant chooses Convertible Bonds without a
Success Target, the Conversion Price and the Stock Exchange Price on the
Grant Date. The number of Convertible Bonds offered without a Success
Target shall in each case be fifteen percent (15%) less than the number
of Convertible Bonds offered with a Success Target, rounded down to the
nearest whole number.

5.3. If a Participant is offered Convertible Bonds, he must accept one of the
two available types and amounts of the Convertible Bonds (an
"Allotment") within six (6) weeks from receipt of the offer within the
meaning of 5.2 (the "Acceptance Period"). An Allotment may only be
accepted in total. Acceptance of an Allotment of the Convertible Bonds
shall be in the form of written notice to a responsible person
designated by the Managing Board in its offer to Participants (excluding
the members of the Managing Board) or to the Supervisory Board for the
members of the Managing Board. The Participant shall declare in the
acceptance which of the two Allotments should be granted. Receipt by the
responsible person, designated by the Managing Board or the Supervisory
Board, as appropriate, shall be decisive for establishing observance of
the acceptance period.

5.4. If the Participant has accepted the offer within the Acceptance Period
the chosen type of Convertible Bonds in the respective number are
granted to the Participant with effect to the Grant Date. If the
Participant does not choose the type of the Convertible Bonds, the
Convertible Bonds with a Success Target in its respective number shall
be granted with effect to the Grant Date to the Participant. Any
acceptance received after the expiration of the Acceptance Period shall
be void.

5.5 Immediately after the granting of the Convertible Bonds the Participant
shall pay the par value of the granted Convertible Bond to the Company
unless otherwise paid as provided in sec. 6. If the Participant has paid
the par value of the Convertible Bonds within one week after the
acceptance, the Company shall deliver to

the Participant legal documents evidencing the grant of Convertible
Bonds. If the Participant fails to pay the par value of the Convertible
Bonds within one week after the acceptance, the grant of the Convertible
Bonds shall be void.

6. EMPLOYEE LOAN

6.1. The Company and/or Affiliated Companies within the FMC-Group may offer
to each Participant an employee loan in the amount equal to the par
value of the granted Convertible Bonds (the "Employee Loan"). Interest
shall accrue on the principal amount of the Employee Loan at a rate of
5.5% per annum, payable in arrears. The Employee Loan shall be
denominated in Euro.

6.2. The term of the Employee Loan is ten (10) year. If the Convertible Bond
should be converted into Shares the Employee Loan shall be paid back to
the Company and/or Affiliated Companies within the FMC-Group. If and
when the conversion right of Convertible Bonds expires the Employee Loan
shall be paid back to the Company and/or Affiliated Companies within the
FMC-Group.

7. TRANSFERABILITY

The Convertible Bonds are not transferable by legal transaction inter
vivos, except pursuant to a QDRO. The designation of a Beneficiary or
Personal Representative hereunder shall not constitute a transfer
prohibited by the foregoing provision.

8. CONVERSION

8.1 Vesting Period

Subject to the other terms and conditions of the Plan, a Participant may
exercise the corresponding conversion right of the Convertible Bond for
one third of the

Convertible Bonds on and after the second anniversary of the relevant
Grant Date. The corresponding conversion right for a further third of
the Convertible Bonds may be exercised on and after the third
anniversary of the relevant Grant Date and for the remaining third of
the Convertible Bonds on and after the fourth anniversary of the
relevant Grant Date. If the number of Convertible Bonds issued to a
Participant on any one Grant Date is not divisible by three (3), the
number of Convertible Bonds exercisable after two (2) and three (3)
years shall be calculated on the basis of the next lowest number
divisible by three (3).

8.2. Conversion Periods

Subject to the other terms and conditions of the Plan, exercise of the
conversion right is permitted only within (i) 15 Working Days after the
ordinary general meeting of shareholders of the Company and (ii) 15
Working Days after publication of the full financial statements of the
Company for the past calendar quarter according to the regulations of
the German Securities Trading Act (WpHG) if and when such publication
occurs after the ordinary general meeting but before the end of the
calendar year ("Conversion Period").

8.3. General Prerequisites for Conversion

In addition to the other terms and conditions of the Plan, conversion
right of the Convertible Bonds may be exercised only as long as the
Participant is in the employment or service of the Company or an
Affiliated Company within the FMC-Group, for which notice of termination
or dismissal has not been given, except as provided in Sec. 9.

8.4. Success Target

In addition to the other terms and conditions of the Plan, in the case
of Convertible Bonds which are subject to a Success Target, exercise of
the conversion right will be contingent on achievement of the following
Success Target: The Success Target shall be deemed to have been met if
the increase in the rate of the Share exceeds the Stock Exchange Rate on
the Grant Date of the respective Convertible Bond ("Initial Value") by
25% or more for at least one day, prior to conversion of

the relevant Convertible Bond. The Initial Value shall be the average
Stock Exchange Rate during the last 30 Trading Days prior the Grant Date
of the relevant Convertible Bond.

8.5. Conversion Price

8.5.1. The Conversion Price of a Convertible Bond without a Success Target
shall correspond to the average Stock Exchange Rate during the last 30
Trading Days prior the Grant Date of the relevant Convertible Bond, less
the par value of the converted Convertible Bond.

8.5.2. The Conversion Price for Convertible Bonds with a Success Target shall
correspond to the Stock Exchange Rate at the time the Success Target is
achieved for the first time, less the par value of the converted
Convertible Bond.

8.5.3. Prior to the Conversion or at the latest on the Conversion Day, the
Conversion Price of the Convertible Bonds to be converted shall be paid
in Euro to the Company and/or to the Conversion Office if a Conversion
Office has been designated. If the Participant is granted an Employee
Loan he/she shall also pay the amount of the Employee Loan to the
Company and/or to the Conversion Office if a Conversion Office has been
designated.

8.6. Declaration of the Conversion

8.6.1. Within a Conversion Period and subject to the other terms and conditions
of the Plan, a Participant may declare the conversion of the
Participant's Convertible Bond, in whole or in part.

8.6.2. Conversion of the Convertible Bonds must be declared in writing to the
Company and/or to the Conversion Office if a Conversion Office has been
designated (the ,,Declaration of Conversion"). The Declaration of
Conversion must be received within the Conversion Period and indicate
the number of Convertible Bonds of the Participant that are converted.
Any Declaration of Conversion received after the Conversion Period shall
be null and void.

8.6.3. The Participant must indicate in the Declaration of Conversion to which
securities account the Shares resulting from the conversion of the
Participant's Convertible Bonds shall be transferred. The Participant
may request in the Declaration of Conversion that American Depositary
Receipts representing Shares be issued to the Participant's securities
account in lieu of Shares.

8.6.4. The Company may provide that the Declaration of Conversion and the other
necessary declarations of the Participant may be made only on a form
issued for this purpose.

8.7 Conversion Day

The conversion of the Convertible Bonds shall take effect on the day of
receipt by the Company of the Declaration of Conversion, and/or by the
Conversion Office if a Conversion Office has been designated, if and
when such declaration is received by 10.00 a.m. (time zone of the
respective Conversion Office) at the latest, otherwise it shall take
effect on the next following Trading Day ("Conversion Day"). However,
prior to the beginning of any Conversion Period, the Managing Board,
with the consent of the Supervisory Board, may provide with respect to
the Convertible Bonds for the Participants (excluding the members of the
Managing Board), and the Supervisory Board may provide with respect to
the Convertible Bonds for the members of the Managing Board, that the
conversion of such Convertible Bonds takes effect uniformly only after
expiration of not more than five (5) Trading Days after the end of the
Conversion Period if this is necessary for handling reasons.

8.8. Conversion Office

The Managing Board may entrust banks and/or employees of the Company or
its Affiliated Companies with the duties of a Conversion Office for the
technical handling of the grant, administration and conversion of the
Convertible Bonds.

8.9 Black-out Periods

The Management Board, with the consent of the Supervisory Board, may
impose from time to time a black-out period during which some or all
Participants would

be prohibited from converting Convertible Bonds and/or trading in Shares
or other Company securities due to the existence of material non-public
information concerning the Company and/or affiliated companies within
the FMC-Group.

8.10 Additional Requirements

The Managing Board may establish additional requirements to ensure the
legal and proper conversion of the Convertible Bonds.

9. CONVERSION RIGHT IN SPECIAL CASES

9.1. Retirement by Age

If and when the Participant retires by age from an employment or service
relationship, with respect to which no notice of termination has been
given to the Participant, with the Company and/or an Affiliated Company
within the FMC-Group, the conversion rights of the Convertible Bonds
which have already been granted shall remain unaffected. Disability,
vocational disability and early retirement shall be equivalent to
retirement.

9.2. Termination without Good Cause

If an employment or service relationship between the Participant and
Company and/or an Affiliated Company within the FMC-Group exists, but
such relationship has been terminated by one of the parties, the
Participant may convert the Convertible Bonds convertible pursuant to
sec. 8.1 (Vesting Period) and, if applicable, sec. 8.4 (Success Target)
during the next Conversion Period that is not subject to a black-out by
operation of the authority granted in sec 8.9, after the receipt of the
notice of termination. Any conversion right of Convertible Bonds not
converted after expiration of this Conversion Period shall lapse without
substitution regardless of whether or not the Vesting Period pursuant to
sec. 8.1 has expired or the further conditions have been fulfilled. Sec.
9.4 shall remain unaffected.

9.3. Death

In case of death of a Participant, the rights under the Convertible
Bonds which have already been granted shall remain unaffected. These
rights may be exercised by the heirs of the Participant. Sec. 9.4 shall
remain unaffected.

9.4. Termination with Good Cause

The conversion right of the Convertible Bonds pursuant to sec. 9.2 does
not exist if and when the Participant terminated employment on the basis
of a notice of immediate termination given by the Company and/or an
Affiliated Company within the FMC-Group or, at the time of withdrawal,
there existed good cause for the Company and/or an affiliated company
within the FMC-Group to give notice of immediate termination. The right
to exercise the Options pursuant to sec. 9.3 does not exist if and when,
at the time of death of the Participant, their existed good cause for
Company and/or an Affiliated Company within the FMC-Group to give notice
of immediate termination.

9.5. Employment with the Fresenius Group

The conversion rights of the Convertible Bonds shall not be affected by
the change of a Participant from employment with the Company and/or an
Affiliated Company within the FMC-Group to employment with Fresenius AG
or with companies affiliated with Fresenius AG other than via the
Company.

9.6. Effect of Change of Subsidiary Status

For purposes of this Plan and any Convertible Bond hereunder, if an
entity ceases to be an Affiliated Company within the FMC-Group, a
termination of employment under sec. 9.2 shall be deemed to have
occurred with respect to each employee of such subsidiary who does not
continue as an employee of the Company or another Affiliated Company
within the FMC-Group.

9.7. Individual Cases

In individual cases, the Managing Board may with respect to Convertible
Bonds for Participants (excluding the members of the Managing Board),
and the Supervisory Board may with respect to Convertible Bonds for the
members of the Managing Board, waive or modify the restrictions set
forth in sec. 9.1 through 9.4

10. ADJUSTMENT OF CONVERSION PRICE

10.1. If and to the extent that, during the term of any Convertible Bond, the
Company, grants a direct or indirect subscription right to its
shareholder and increases its capital stock through issuing new shares,
the Conversion Price shall be reduced by an amount which is calculated
on the basis of the average price of the shareholders' subscription
right on all days on which the subscription right is traded on the
Frankfurt Stock Exchange - rounded up to full Euro 0.05. No such
reduction shall apply if the Participants are granted a subscription
right which corresponds to the subscription right of the shareholders.
In addition, the Managing Board may, with the consent of the Supervisory
Board, provide for an adjustment of the Conversion Price with respect to
the Convertible Bonds of the Participants (excluding the members of the
Managing Board) in case of a share split and/or a capital reduction. In
addition, the Supervisory Board may provide for an adjustment of the
Conversion Price with respect to the Convertible Bonds of the members of
the Managing Board in case of a share split and/or a capital reduction.

10.2. In the event of a capital increase out of Company funds, the conditional
capital shall be increased in the same proportion as the capital stock
pursuant to Sec. 218 AktG, in lieu of reducing the Conversion Price. The
right of the Participants to subscribe to Shares upon conversion of the
Convertible Bonds shall be increased in the same proportion. Fractions
of Shares arising from a capital increase out of Company funds shall not
be made available upon conversion of the Convertible Bonds and no
payment shall be due with respect to such fractional Shares if
permissible by law.

10.3. Sec. 10.1 shall not apply if and when subscription rights are granted to
employees of the Company or of Affiliated Companies within the framework
of a stock option or similar plan and/or with a comparable objective.

11. REPAYMENT OF THE CONVERTIBLE BOND

11.1 At the end of the term of any Convertible Bond (sec. 3.2) that has not
been converted, the Company shall pay the par value of the Convertible
Bond to the Participant. If an Employee Loan has been granted to the
Participant the par value of the Convertible Bond shall be set off
against the Employee Loan.

11.2. If and when the conversion right of Convertible Bonds expires the
Company shall pay the par value of the Convertible Bond to the
Participant. If an Employee Loan has been granted to the Participant the
par value of the Convertible Bond shall be set off with the Employee
Loan.

12. ALTERNATIVE SATISFACTION OF THE CONVERSION RIGHT

12.1 Instead of issuing new Shares to the Participant upon the conversion of
a Convertible Bond, with the consent of the Supervisory Board the
Managing Board may resolve, and the Supervisory Board may resolve
insofar as members of the Managing Board are concerned, that the Company
may issue Shares which the Company acquires or holds as treasury shares.

12.2 Acquisition of treasury Shares for the purpose of alternative
satisfaction of the conversion right shall take place according to
German statutory regulations.

13. TAX AND COSTS

13.1. General

Any and all taxes accruing in connection with the Convertible Bonds
and/or the Employee Loan and/or the conversion of the Convertible Bonds
shall be borne by the Participants themselves. The duty of the Company
and/or of the affiliates of the Company to pay wage tax and other taxes
and/or duties for the Participants shall remain unaffected. The Company
or the Affiliated Companies are entitled to deduct the necessary amounts
for this purpose from the salaries of the Participants, until the
amounts of taxes and contributions are fully repaid. The Company may, as
the case may be, make the conversion of the Convertible Bonds by the
Participants dependent on proof of payment (of taxes, contributions) or
on the provision of adequate security therefor by those entitled.
Attention is drawn to the provisions of sec. 38 para. 4 German Income
Tax Act (EStG) in this regard.

13.2 US-Citizens or US-Residents

13.2.1 Upon the grant of a Convertible Bond to a Participant (excluding members
of the Management Board) who is a United States citizen or resident, the
Management Board may require, as a condition to receiving the
Convertible Bonds, the Participant to file, at that time or at some
future time, with the Company and/or an Affiliated Company within the
FMC-Group a protective Form 1001 or its equivalent under German law so
as to elect United States - German Tax Treaty benefits in the event
German taxing authorities take the position that interest payable on the
Convertible Bonds would be subject to German withholding taxes.

13.2.2 Upon the conversion of any Convertible Bond by a Participant (excluding
members of the Managing Board) who is a United States citizen or
resident, the Managing Board may require, as a condition to receiving
the Shares, the Participant to pay or provide for payment the amount of
any U.S federal, state or local income and payroll taxes that the
Company or its Subsidiaries may be required to withhold with respect to
such conversion on account of the Participant being (or having been)
subject to U.S federal, state or local income or payroll taxes.

13.2.3. If the Managing Board, in its sole discretion, determines that the
limitations on deductions under Section 162(m) of the U.S. Internal
Revenue Code may apply to a Convertible Bond granted to a Participant
(excluding the members of the Managing Board), the Managing Board may,
but shall not be required to, seek to have the grant made by the
unanimous consent of the Supervisory Board.

13.3. Costs

The Participants shall themselves bear and/or reimburse the Company for
any and all costs accruing in connection with the conversion of the
Convertible Bonds.

14. ADMINISTRATION, TERMINATION AND ADJUSTMENT OF PLAN

14.1. Except as otherwise provided in the Plan, the Plan shall be
administered, and all Convertible Bonds granted to Participants
(excluding the members of the Managing Board) shall be authorized, by
the Managing Board. Except as otherwise provided in the Plan, the Plan
shall be administered, and all Convertible Bonds granted to the members
of the Managing Board) shall be authorized, by the Supervisory Board.
Action of the Managing Board or the Supervisory Board with respect to
the administration of this Plan shall be taken pursuant to the German
Law, the Articles of the Company and the respective rules of procedure.

14.2. The Managing Board, with the consent of the Supervisory Board, shall be
entitled to terminate the Plan with respect to all Participants at any
time. Convertible Bonds and Employee Loans already granted to
Participants shall remain unaffected.

14.3. This Plan, the granting, issuance and conversion of Convertible Bonds
under this Plan and the issuance and delivery of Shares hereunder are
subject to compliance with German law and all applicable foreign laws,
rules and regulations and to such approvals by any listing, regulatory
or governmental authority as may, in the opinion of counsel for the
Company, be necessary or advisable in connection therewith. Any
securities delivered under this Plan shall be subject to such
re-

strictions, and the person acquiring such securities shall, if requested
by the Company, provide such assurances and representations as the
Company may deem necessary or desirable to assure compliance with all
applicable legal requirements.

14.3. The Managing Board, with the consent of the Supervisory Board, and/or
the Supervisory Board where rights of the members of the Managing Board
are concerned, shall be entitled to adjust the Plan at any time. This
applies also to the handling of Convertible Bonds which have already
been granted provided that this does not influence the commercial value
of the Convertible Bonds and/or a respective commercial compensation
will be granted.

15. OTHER PROVISIONS

15.1. Any and all provisions of this Plan are subject to the condition that
the underlying resolution of the shareholders' meeting is effective and
that the statutory outline conditions are fulfilled.

15.2. Nothing contained in this Plan (or in any other documents related to
this Plan or to any Convertible Bond) shall confer upon any Participant
or possible Participant any right to continue in the employ or other
service of the Company or its Affiliated Companies within the FMC-Group
or constitute any contract or agreement of employment or other service,
nor shall it interfere in any way with the right of the Company or its
Affiliated Companies within the FMC-Group to change such person's
compensation or other benefits or to terminate the employment of such
person, with or without cause; provided, however, that nothing contained
in this Plan or any document related thereto shall adversely affect any
independent contractual right of such person.

15.3. If any provision of this Plan is or will be invalid for reasons other
than those referred to in sec. 16.1, this shall not affect the validity
of the remaining provisions of this Plan. The same applies if it turns
out that the Plan contains a gap. In such case, this paragraph shall
apply mutatis mutandis with the provision that, in lieu of

the invalid or unenforceable provision and/or to fill the gap, such
provision shall apply as most nearly achieves the intended purpose of
this Plan.

15.3. This Plan shall be governed exclusively by German law. The German
version of the Plan shall control in all cases.

15.4. Captions and headings are given to the sections and subsections of this
Plan solely as a convenience to facilitate reference. Such headings
shall not be deemed in any way material or relevant to the construction
or interpretation of the Plan or any provision thereof.

15.5. Nothing in this Plan shall limit or be deemed to limit the authority of
the Managing Board or the Supervisory Board to grant Convertible Bonds
or stock options or authorize any other compensation, with or without
reference to Shares, under any other Plan, plan or authority.

16. DEFINITIONS

16.1 "Acceptance Period" shall have the meaning as defined in sec. 5.3.

16.2. "Affiliated Company" shall mean any German or foreign subsidiary
(verbundene Unternehmen) of the Company in the meaning of sec. 15 et
seq. AktG [German Stock Corporation Act].

16.3. "Allotments" shall have the meaning as defined in sec. 5.3.

16.4 "Beneficiary" shall mean the person, persons, trust or trusts designated
by a Participant or, in the absence of a designation, entitled by will
or the laws of descent and distribution, to receive the benefits of the
Convertible Bonds and under this Plan in the event of a Participant's
death, and shall mean the Participant's executor or administrator if no
other Beneficiary is designated and able to act under the circumstances.

16.5. "Company" shall mean Fresenius Medical Care Aktiengesellschaft,
Hof/Saale, Germany.

16.6. "Conversion Day" shall have the meaning as defined in sec. 8.7.

16.7. "Conversion Office" shall mean the bank which is entrusted by the
Managing Board with the technical handing of the conversion of the
Convertible Bonds.

16.8. "Conversion Period" shall have the meaning as defined in sec. 8.2.

16.9. "Conversion Price" shall have the meaning as defined in sec. 8.5.

16.10. "Convertible Bond" shall mean convertible bonds
(Wandelschuldverschreibungen) within the meaning of Sec. 192 para. 2 and
Sec. 221 para. 1 AktG [German Stock Corporation Act] as defined in sec.
1.1.

1611. "Declaration of Conversion" shall have the meaning as defined in sec.
8.6.2.

16.12. "Employee Loan" shall mean the employee loan as defined in sec. 6.

16.13. "FMC-Group" shall mean the Company and its Affiliated Companies with the
exception of Fresenius Aktiengesellschaft and the companies affiliated
with Fresenius Aktiengesellschaft in a manner other than via the Company

16.14. "Grant Date" shall mean the date of granting the Convertible Bonds to
the Participants as defined in sec. 5.1.

16.15. "Initial Value" shall have the meaning as defined in sec. 8.4.

16.16 "Managing Board" shall mean the managing board (Vorstand) of the
Company.

16.17. "Participants" shall mean the persons to which Convertible Bonds may be
granted as defined in sec. 4.

16.18. "Personal Representative" shall mean the person or persons who, upon the
disability or incompetence of a Participant, shall have acquired on
behalf of the Participant, by legal proceeding or otherwise, the power
to exercise the rights or re-

ceive benefits under this Plan and who shall have become the legal
representative of the Participant.

16.19. "Plan" shall mean this Fresenius Medical Care AG 2001 International
Stock Incentive Plan as amended from time to time.

16.20. "Share" shall mean non-voting bearer preference shares in the Company.

16.21. "Stock Exchange Price" shall mean the closing price of the Shares in
electronic "Xetra" trading of the Deutsche Borse AG in Frankfurt am
Main. Should a closing price not be established in "Xetra" electronic
trading, then with the consent of the Supervisory Board the Managing
Board shall be entitled to agree on an appropriate way to substitute a
closing price established by way of "Xetra" electronic trading.

16.21. "Success Target" shall have the meaning as defined in sec. 8.4.

16.22. "Supervisory Board" shall mean the supervisory board (Aufsichtsrat) of
the Company.

16.23. "Trading Day" shall mean any day on which the Shares are traded in
electronic "Xetra" trading of the Deutsche Borse AG in Frankfurt am Main

16.24. "QDRO" shall mean a qualified domestic relations order as defined in
Section 414(p) of the US-Internal Revenue Code of 1986, as amended from
time to time, or Title I, Section 206(d)(3) of US-Employee Retirement
Income Security Act, as amended from time to time, (to the same extent
as if this Plan were subject thereto), or the applicable rules
thereunder.

16.25. "Working Days" shall mean any day excepts Saturday and Sundays which are
not public holidays in Frankfurt am Main.