Exhibit 10.2


 


18 May 2006


FRESENIUS MEDICAL CARE

AG & Co. KGaA


STOCK
OPTION PLAN 2006















 


TABLE OF CONTENTS


	
  CLAUSE

  	
   

  	
   

  	
   

  	
  PAGE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  PREAMBLE AND PURPOSE

  	
   

  	
  1

  
	
  2.

  	
   

  	
  OPTIONS

  	
   

  	
  1

  
	
  3.

  	
   

  	
  THE TERM OF THE PLAN

  	
   

  	
  2

  
	
  4.

  	
   

  	
  PARTICIPANTS AND DISTRIBUTION OF THE OPTIONS

  	
   

  	
  2

  
	
  5.

  	
   

  	
  GRANT OF OPTIONS

  	
   

  	
  3

  
	
  6.

  	
   

  	
  EXERCISE PRICE

  	
   

  	
  3

  
	
  7.

  	
   

  	
  CONDITIONS FOR THE EXERCISE OF THE OPTIONS

  	
   

  	
  3

  
	
  8.

  	
   

  	
  EXERCISE OF THE
  OPTIONS

  	
   

  	
  6

  
	
  9.

  	
   

  	
  EFFECTIVENESS OF THE EXERCISE OF THE OPTIONS

  	
   

  	
  6

  
	
  10.

  	
   

  	
  OPTION OFFICE

  	
   

  	
  7

  
	
  11.

  	
   

  	
  ADJUSTMENT OF THE EXERCISE PRICE

  	
   

  	
  7

  
	
  12.

  	
   

  	
  OPTIONS IN SPECIAL CASES

  	
   

  	
  8

  
	
  13.

  	
   

  	
  TRANSFERABILITY AND FORFEITURE

  	
   

  	
  9

  
	
  14.

  	
   

  	
  TAXES, CONTRIBUTIONS AND OTHER EXPENSES

  	
   

  	
  9

  
	
  15.

  	
   

  	
  PROCEDURE, ENDING AND ADJUSTMENT OF THE PLAN

  	
   

  	
  10

  
	
  16.

  	
   

  	
  LIABILITY RISKS, EXCHANGE RISKS AND TAX RISKS

  	
   

  	
  11

  
	
  17.

  	
   

  	
  MISCELLANEOUS PROVISIONS

  	
   

  	
  11

  
	
  18.

  	
   

  	
  DEFINITIONS

  	
   

  	
  12

  



 



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1.                                               PREAMBLE
AND PURPOSE


1.1                                          The ordinary General Meeting of Fresenius
Medical Care AG & Co. KGaA (the Company)
on 9 May 2006 decided (i) to increase the capital up to 12,800,000.00
Euro subject to the issue of 5,000,000 non par value bearer ordinary shares of
the Company (hereinafter referred to as the
Shares) by way of creating conditional capital and (ii) to
grant these options to members of the management board of Fresenius Medical
Care Management AG (the General Partner)
in their capacity as organs of the General Partner of the Company, to the
members of the management boards of affiliated companies and to managerial
staff members (Führungskräfte) of the Company
and affiliated companies within the FMC Group (hereinafter referred to as the Options), which entitle the holders to
purchase a total maximum of 5,000,000 shares. Members of the management and employees solely employed by Fresenius AG
or affiliated companies which are affiliated to the Company only through
Fresenius AG are excluded. Instead of new shares to fulfil the
obligation out of this stock option plan, shares of the Company which have been
acquired by the Company or which the Company itself has in its own possession
can also be issued if a separate authorising resolution is passed by the general
meeting.


1.2                                          This stock option plan (the Plan) contains the requirements, conditions
and procedures for the grant and exercise of the Options (the Option Conditions) and has been adopted by
the General Partner and, in so far as members of the management board of the
General Partner entitled under this plan, by the supervisory board of the
General Partner.


1.3                                          The purpose of this Plan is to align the
interests of the management and managers with the interest of the shareholders
in the long term growth of the Company value in order in this manner to take
account of shareholder value. At the same time Company offers its management
and employees, by the introduction of the Plan, an internationally competitive
remuneration component the long term benefits of which, in close connection
with the success of the Company, in a transparent and intelligent system occupy
the central points. The Plan therefore constitutes an incentive to direct
decisions at the achievement of the ambitious, clearly defined Success Target
for the Company.


2.                                               OPTIONS


2.1                                          The Options issued under the Plan entitle the
holders of the Options to purchase Shares in accordance with the terms of the
Option Conditions.


2.2                                          One Option carries the entitlement to
purchase one non par value bearer ordinary share of the Company. In this Plan,
a total of up to 5,000,000 Options which grant entitlement to subscribe for a
total of 5,000,000 non par value bearer shares may be issued within the term of
the Plan. The right to subscribe for Shares can be satisfied either out of the
conditional capital created for that purpose or from the Company’s stock of its
own shares. If the management board of the General Partner is concerned, its
supervisory board will decide about the way how to satisfy the right to subscribe
for shares, for the other Participants, the General Partner.



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2.3                                          An Option has a period of validity of seven
years from the time at which it is granted to the Participant.


2.4                                          The Options will not be evidenced by
certificates.


3.                                               THE
TERM OF THE PLAN


The Plan has a term of
five years, beginning on the first day of the first calendar month after entry
of the conditional capital in the commercial register. Clause 2.3 (Options)
remains unaffected.


4.                                               PARTICIPANTS
AND DISTRIBUTION OF THE OPTIONS


4.1                                          Options
can be issued only to the following groups of persons (hereinafter referred to
as the Participants); the maximum limits
stated below may not be exceeded (in relation in each case to the entire
group):




	
  (a)

  	
   

  	
  Members of the management board of the General
  Partner

  	
   

  	
  max. 1,000,000 Options

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  Members of the management boards of affiliated
  companies within the FMC group

  	
   

  	
  max. 1,000,000 Options

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
  Managerial staff members (in the sense of grading by
  the Company) of the Company and affiliated companies within the FMC group.

  	
   

  	
  max. 3,000,000 Options

  






 


4.2                                          For
the individual members of the management board of the General Partner its
supervisory board will decide whether they are entitled to receive Options. For
the other Participants the General Partner will decide this.


4.3                                          The number of Options to be granted to a
Participant is determined on the basis of individual performance of the
Participant and the Participant’s responsibilities within FMC Group. This
determination will be made in the case of management board members of the
General Partner by its supervisory board. The General Partner makes the
determination for the other Participants.


4.4                                          There is no legal right to the grant of
Options on the basis of this Plan. The status or possible status of an employee
as Participant or the fact that a Participant was granted Options in the past
cannot be interpreted as an obligation that this employee or a possible
Participant in general or in the future will be granted Options. In particular
no operational practice (betriebliche Übung)
is constituted by the grant of Options. This applies even if Options are
granted in several successive years.



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5.                                               GRANT
OF OPTIONS


5.1                                          The grant of the total Options available in
accordance with Clause 4.1 should be made as far as possible in equal tranches
throughout the term of the Plan. This can, however, be subject to deviation in
the case of objective grounds (sachliche Gründe),
decided by the General Partner’s supervisory board with respect to Options
granted to the management board of the General Partner, otherwise by the
General Partner.


5.2                                          The Options will be granted to the
Participants in each case with effect on the last Monday in July and/or
the first Monday in December (both days are referred to as the Grant  Date
in each case); the grant shall be made in text form. If the
conditional capital created by the General Meeting resolution of 9
May 2006 is not entered in the commercial register prior to
1 July 2006, Options will be granted for the first time on the first
working day of the calendar month following the entry.


5.3                                          The grant of Options will be made without any
additional payment (Zuzahlung).


6.                                               EXERCISE
PRICE


The exercise price of an
Option shall be the average Stock Exchange Price of non par value bearer
ordinary shares of the Company on the Frankfurt stock exchange on the last 30
calendar days prior to the Grant Date in each case in Euro. Clause 11
(Adjustment of the Exercise Price) remains unaffected.


7.                                               CONDITIONS
FOR THE EXERCISE OF THE OPTIONS


For the exercise of the
Options, all the following conditions, subject to the general conditions of
this Plan, must be fulfilled.


7.1                                          Waiting Period for the
Exercise/Exercise Period/Black-Out Periods


(a)                                          Unless otherwise expressly stated in these
Option Conditions, the Options may be exercised only after the expiration of
the Waiting Period, during the Exercise Period and before the end of their term
in accordance with Clause 2.3, not, however, during the Black-Out Periods.


(b)                                         The Waiting Period is three years from the
Grant Date in each case (the Waiting Period).
After expiry of the Waiting Period, the Options can be exercised during any
Exercise Period within the term of the Options.


(c)                                          The exercise of the Options can be declared
in each case at any time outside Black-Out Periods (the Exercise Period).


(d)                                         The Black-Out Periods are the following in
each case:


(i)                                              the period from the
21st calendar day prior to a Company’s general
meeting until the end of the day of such general meeting;



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(ii)                                           the period from the
day on which the Company publishes an offer to its shareholders to subscribe
for new shares in a stock exchange gazette or the Electronic Federal Gazette up
to the day on which the shares of the Company issued in accordance with that
right are listed for the first time on the Frankfurt Stock Exchange “ex
subscription rights”; and


(iii)                                        the period from the
fifteenth calendar day prior to the publication of the quarterly results/annual
results until the publication of the quarterly results/annual results.


The above mentioned
black-out periods include in each case the times for beginnings and ends
stated. On inquiry, the Company shall inform the Participants of the exact
beginning and end dates of the periods in which exercise is blocked.


If the management board
of the General Partner is concerned, its supervisory board and if other
Participants are concerned, the General Partner, shall, in justified
exceptional cases, determine other black-out periods, the beginning of which
will in each case be notified to the Participants in due time in advance.


7.2                                          Success Targets/(Partial)
Forfeiture in case of Non-achievement


(a)                                          The Success Target is achieved if within the
three year Waiting Period after the grant of Options to the Participant, the
adjusted basic income per ordinary share (EPS)
in each case, in comparison to the EPS of the previous financial year, has
increased by at least eight per cent.


(b)                                         The EPS shall be calculated following the
US-GAAP (Generally Accepted Accounting Principles)
methodology based upon the hereafter described adjusted net income as follows:


The adjusted net income
corresponds to the net income shown in the consolidated financial statements of
the Company (prepared in accordance with the accountancy principles of
US-GAAP),


(i)                                              to which is added the
costs shown in the relevant consolidated financial statement for:


·                              -
provided that the costs occur only once - the purchase, integration and
financing of companies (in particular the Renal Care Group, Inc.) or
dialysis clinics, including the costs in connection with


·                                any
costs and expenses attributable to liability exposure existing already prior to
the time of acquisition and/or


·                                the
sale of dialysis clinics irrespective of whether this was ordered by the
competent anti-trust authority or not;



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·                              extraordinary
items in the meaning of the US-GAAP;


·                              effects
of new US-GAAP pronouncements, in the first year the pronouncement becomes
effective; and


·                              any
tax effects in respect to the above mentioned points; and


(ii)                                           from which is
subtracted any gains shown in the consolidated financial statements in each
case by reference to the following


·                              the
sale of dialysis clinics irrespective of whether this was ordered by the
competent anti-trust authority or not;


·                              extraordinary
items as defined under US-GAAP;


·                              effects
of new US-GAAP pronouncements, in the first year the pronouncement becomes
effective; and


·                              any
tax effects in respect to the above mentioned points.


(c)                                          In the first year of the application of the
Stock Option Plan 2006 the calculation of the Success Target shall be based on
an income available for all classes of shares for the respective years 2005 and
2006 excluding any effects related to the transformation of the legal form of
the Company into a KGaA and to the conversion of the Company’s preference
shares into ordinary shares (both concluded in 2006).


(d)                                         The determination of EPS and changes thereto
compared to the EPS of the relevant comparison year will be verified in a
binding manner in each case by the auditors of the Company on the basis of the
audited consolidated financial statements for the question of the admissibility
of exercise of Options.


(e)                                          If the Success Target is not achieved in one
or more of the three comparison periods within the Waiting Period, the Options
issued in each case are forfeited only in the proportion in which the Success
Target has not been achieved within the Waiting Period, i.e. for one-third,
two-thirds or completely. (Example: If 90 Options are issued in 2006 and if the
Success Target is not achieved on one occasion within the three year Waiting
Period, the Participants can, after the expiry of the Waiting Period, exercise
60 Options subject to compliance with the general conditions of this Plan.)


7.3                                          Personal Preconditions for
Exercise


(a)                                          The entitled persons must at the time of
exercise be in employment or service relationship with the Company, a domestic
or foreign affiliated company in the FMC Group or with the General Partner.



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(b)                                         Clause 12 (Options in Special Cases) remains
unaffected.


8.                                               EXERCISE
OF THE OPTIONS


8.1                                          Within the Exercise Period, the entitled
person can exercise the Options exercisable under Clause 7 in whole or in part
in each case.


8.2                                          The exercise of the Options must be declared
in writing to the Company or, if an Option Office is nominated under Clause 10
(Option Office), to this Option Office (Exercise
Declaration). The Exercise Declaration must be received within the
Exercise Period and must contain the declaration as to how many Options of the
entitled person are exercised. If the Exercise Declaration is not received in
time, it is deemed as not to have been made. If the Option Office undertakes,
in accordance to Section 198 Stock Corporation Act, the necessary declaration
vis-á-vis the Company for the
Participant, a form for the making of the Exercise Declaration (for example,
entry in an electronic system) can be agreed between the Participant and the
Option Office.


8.3                                          The exercise of the Options is irrevocable
and cannot be made subject to any conditions whatsoever.


8.4                                          The Options can only be exercised if the
Exercise Price for the Options which are intended to be exercised is paid. The
Exercise Price must be received by the Company or, if an Option Office in
accordance with Clause 10 (Option Office) is named, by the Option Office at the
latest on the day of the effect of the exercise of the Options. Clause 9
(Effectiveness of the Exercise of the Options) remains unaffected.


8.5                                          In case an Option Office is named by the Company,
Options can only be exercised if Participants grant an irrevocable
power-of-attorney in writing to the Option Office on the form provided to
entitle the Option Office to make all declarations and undertake all actions
necessary for the acquisition of Shares.


8.6                                          The entitled person must state on what
account the shares arising out of the exercise of his Options are to be
entered. He can state that the shares arising out of the exercise of his
Options should immediately be sold. The Company will make reasonable efforts
that the Option Office will render services necessary to comply with the
requirements of the Plan when Options should immediately be sold.


9.                                               EFFECTIVENESS
OF THE EXERCISE OF THE OPTIONS


9.1                                          The exercise of the Options shall be
effective on the day of receipt by the Company of the Option Declaration or if
an Option Office is named, by the Option Office if the receipt is within the
Usual Banks’ Working Hours (übliche Bankarbeitszeiten),
otherwise on the next following Banking Day.


9.2                                          For the Options of the management board of
the General Partner, its supervisory board and for the other
Participants/entitled persons, the General Partner, can provide that the
exercise



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of the Options will be effective only uniformly after the expiry of a
maximum of ten Banking Days after the end of the Exercise Period, if this is to
be indicated on grounds of processing.


10.                                        OPTION
OFFICE


For technical processing
of the exercise of the Options, the management board can instruct a credit
institution to act as an Option Office.


11.                                        ADJUSTMENT
OF THE EXERCISE PRICE


11.1                                    If the Company, during the term of the
Options, while granting a direct or indirect
subscription right to its shareholders increases its capital by the issue of
new shares or issues bonds with conversion or option rights and if, in that
case, fixed conversion or option prices per share are less than the Exercise
Price for the Options, the General Partner or if members of the management
board of the General Partner are affected, its supervisory board, is entitled
to establish financial equality for the Participants. This equality may be
established by the reduction of the Exercise Price or the adjustment of the
number of Options or a combination of both. The Participants have no right to
such financial equality. In the case of the issue of shares, debentures or
options in the course of equity based incentive programs of the Company, no
equalization will be granted.


11.2                                    In the event of a capital increase out of
retained earnings by the issue of new shares, the conditional capital will, in
accordance with Section 218 Stock Corporation Act (Aktiengesetz,
AktG), be increased in the same proportion as the share capital. The
right of the Participants to subscribe new shares by the exercise of Options
shall increase in the same proportion. The Exercise Price will be reduced in
the same proportion. If the capital increase out of retained earnings takes
place without the issue of new shares, (Section 207 ss. 2 sentence 2 AktG)
the Options and the Exercise Price remain unchanged.


11.3                                    In the event of a capital reduction, no
adjustment of the Exercise Price or the option ratio shall take place if by the
capital reduction the total number of shares is not changed or the reduction is
associated with a repayment of capital or with the acquisition of the Company’s
own shares for a valuable consideration. In the case of a capital reduction by
merger of shares without capital redemption and in the case of an increase in
the number of shares without any change in capital (share split), the number of
shares which can be acquired for each Option at the Exercise Price shall be
reduced or increased in proportion to the capital reduction or share split. The
Exercise Price for one Share shall be adjusted in the same proportion.


11.4                                    When adjusting the Exercise Price or the
number of Options it has to be taken care of that this does not lead to
additional tax under Section 409A of the U.S. Internal Revenue Code of
1986 as amended (the “IRC”).



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12.                                        OPTIONS
IN SPECIAL CASES


12.1                                    Leaving on Age Grounds


If the Participant
retires from employment or service with a company of the FMC Group upon
reaching the minimum required age for retirement, without having been
dismissed, the Options remain unaffected. Disability, occupational disability
and early retirement shall be equivalent to retirement. The Participant is
obligated to give evidence to the Company or an office named by the Company of
the occurrence of the above mentioned cases within three months of the
retirement date in an appropriate manner. Otherwise, for the management board
of the General Partner, its supervisory board and for the other Participants,
the General Partner, may declare the Options to be forfeited without
replacement.


12.2                                    Ordinary
Termination/Cancellation of Employment by Agreement


If the employment or
service of a Participant with the Company or an affiliated company within the
FMC Group has ended by termination or by agreement, the Participant can
exercise the Options which are exercisable at the time the employment or
service relationship ends within the 60 calendar day period immediately
following such termination or agreement, subject to extension for any Black-Out
Period which would reduce the 60 calendar day period. Each Option not exercised
after the expiry of this Exercise Period, shall be forfeited without
replacement irrespective of whether the further conditions of this Plan have
been fulfilled. Clause 12.4 (Extraordinary Termination) remains unaffected.


12.3                                    Death


In the case of the death
of a Participant, the Options remain unaffected. These rights may be exercised
by the Heirs of the Participant. The Heirs are obligated to give evidence of
their entitlement within three months after the death of the Participant upon
which the Participant’s estate passes to his heirs in an appropriate manner;
otherwise, for the Options of the former members of management board of the
General Partner, its supervisory board and for the Options of other former
Participants, the General Partner, may declare the Options to be forfeited
without replacement. Clause 12.4 (Extraordinary Termination) remains
unaffected.


12.4                                    Extraordinary Termination


The right to exercise the
Options in accordance with Clause 12.2 (Ordinary Termination) does not exist if
the Participant has ended the employment or service on grounds of termination
without notice issued by the Company or an affiliated company within the FMC
Group, or if at the time of leaving, there were grounds which would have caused
the Company or an affiliate within the FMC Group, to have issued an
extraordinary termination. The right to exercise the Options in accordance with
Clause 12.3 (Death) shall not exist if at the time of the death of the
Participant, there were good grounds which would have caused the Company or an
affiliated company within the FMC Group to issue an extraordinary termination.



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12.5                                    Engagement with Fresenius
Group


The Options will not be
affected by the transfer of a Participant from the Company or from an
affiliated company within the FMC Group to Fresenius AG or to companies
affiliated with Fresenius AG.


12.6                                    Effect of Change in Status
as Affiliated Company


If a company is no longer
an affiliated company of the Company within the FMC Group, the employment or
service of each Participant who is no longer engaged in the Company or an
affiliated company within the FMC Group shall be deemed to be terminated
according to Clause 12.2 (Ordinary Termination) in the meaning of this Plan and
in reference to all Options based on this Plan.


12.7                                    Individual Cases


In individual cases, the
supervisory board of the General Partner with regard to Options of the members
of the management board of the General Partner and the General Partner with
respect to Options of the other Participants, can waive or amend the provisions
according to Clause 12.1 (Leaving on Age Grounds) to Clause 12.4 (Extraordinary
Termination).


13.                                        TRANSFERABILITY AND FORFEITURE


13.1                                    Options granted under this Plan and Options
inherited according to Clause 12.3 are not transferable. Any purported assignment
or disposal over Options, such as the granting of sub-participations therein,
pledging, granting usufruct rights (Nießbrauch) or
the formation of a trust, shall be void and invalid. The same applies to legal
transactions which are financially equal to a transfer or assignment.


13.2                                    All unexercised Options are forfeited without
replacement on expiry of their term, irrespective of whether they were ever
exercisable within the terms of these Option Conditions.


14.                                        TAXES,
CONTRIBUTIONS AND OTHER EXPENSES


14.1                                    General


All taxes incurred in
connection with the Options or their exercise shall be borne by the holder of
such Options themselves. The obligation of the Company or an affiliated company
to pay income tax and other taxes or contributions on behalf of the
Participants remains unaffected. The Company or affiliated companies are
entitled for this purpose to deduct the necessary amounts from the
wages/salaries of the Participants until the tax and contributions are
completely repaid or to require the Participants to pay or provide for payment
of at least the minimum amount of any taxes and contributions that the Company
or an affiliated company may be required to withhold with respect to the Option
or their exercise. The Company can make the exercise of the Options by the
Participants conditional, inter alia, on



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evidence of payment of
tax and/or contributions, or that adequate security is provided by the
Participants. In this respect, the provisions of Section 38 ss. 4 Income
Tax Act are referred to.


14.2                                    Foreign Participants in the
Plan


If the Participant is not
liable for tax in Germany, the above provisions shall apply according to the
applicable foreign tax law. The Participant will, as the case may be, receive
from the Company or affiliated company a certificate as to the financial
benefit received.


14.3                                    Section 162
(m) U.S. Internal Revenue Code


If the supervisory board
of the General Partner, in its sole discretion, determines at the request of
the General Partner that the limitations on deductions under
Section 162(m) IRC may apply to an Option granted to Participants
hereunder, the supervisory board of the General Partner shall be entitled to
decide upon the grant of Options made to such Participants.


14.4                                 Costs


The Participants shall
themselves bear all costs in connection with the exercise of the Options or
will reimburse the Company for these costs.


15.                                        PROCEDURE,
ENDING AND ADJUSTMENT OF THE PLAN


15.1                                    Unless otherwise provided in this Plan, the
terms of the Plan shall be interpreted, waived, adjusted or otherwise
administered, for the members of the management board of the General Partner,
by its supervisory board and all Options granted to members of the management
board of the General Partner will be approved by its supervisory board.
Otherwise, the Plan shall be interpreted, waived, adjusted or otherwise
administered by the General Partner and all Options granted to the other
Participants will be approved by the General Partner. All acts of the General
Partner or its supervisory board in connection with the Plan shall be performed
in accordance with German law, the Articles of Association of the Company and
the relevant rules of procedure.


15.2                                    The General Partner is entitled, with the
approval of its supervisory board, to end the Plan with effect for all
Participants at any time. The Options already granted to the Participants
remain unaffected.


15.3                                    If the rights of the management board of the
General Partner are affected, its supervisory board, otherwise the General
Partner, is entitled to adjust the Plan at any time. This applies even to
dealing with Options already granted if this does not influence the value of
the Options or if financial compensation accordingly is granted.


15.4                                    The Plan shall be construed, interpreted and
administered to comply with Section 409A of the IRC so as to avoid any
Option resulting in “deferred compensation” to any Participant, including
without limitation the method for granting Options and making adjustments under



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Clause 11 (provided such administration complies with any applicable
laws). In addition, for the members of the management board of the General
Partner, its supervisory board and for all other Participants the General
Partner is entitled to adjust the Plan and/or the terms of an outstanding
Option, in each case without the consent of the holder of such outstanding
Option (provided any such adjustment complies with any applicable laws), to the
extent that the General Partner or as far as the management board of the
General Partner is concerned, its supervisory board, reasonably determines that
the adjustment is necessary or advisable in order to preserve the intended tax
consequences of the Option as not constituting deferred compensation in light
of Section 409A IRC and any regulations or other guidance promulgated
thereunder.


16.                                        LIABILITY
RISKS, EXCHANGE RISKS AND TAX RISKS


16.1                                    The liability of the Company, its legal
representatives, employees and agents and the Options Office, its legal
representatives, employees and agents for simple negligence and consequential
loss and loss of profit is excluded.


16.2                                    The Company undertakes no warranty for the
general market development and price of the shares of the Company after the
granting of Options or the exercise of Options or for any other point or period
in time. There is, in particular therefore, no warranty that the Participants
will be able to exercise the Options or that Participants who exercise Options
will obtain a financial benefit of the difference between the Exercise Price
and the current stock exchange price or are in a position to sell the shares
subscribed at a profit. The acceptance and exercise of Options therefore is at
the sole risk of each Participant.


16.3                                    The Company grants no warranty that the tax
and contributions deducted in accordance with Clause 14 (Taxes, Contributions
and other expenses) or that other tax and contributions payable by the
Participants will be charged only on the difference between the Exercise Price
and the current stock exchange price at the exercise of the Options or on
delivery of the shares, on profit actually achieved by (immediate) sale or on
any other specific sum. The Participants are advised to obtain advice on their
personal tax situation.


17.                                        MISCELLANEOUS
PROVISIONS


17.1                                    This Plan is subject exclusively to German
law. The German text version of the Plan prevails in all cases.


17.2                                    All provisions of this Plan are subject to
the conditions that the resolution of the General Meeting on which it is based
is legally valid and that the statutory conditions are fulfilled.


17.3                                    No provisions contained in this Plan (or in
any documents referring to this Plan) transfer to a Participant or possible
Participant any right to continuation of employment or service with the Company
or any of its affiliated companies within the FMC Group. No employment contract
or service agreement can be deduced there from, nor shall it have any effect on
the right of the Company or any affiliated company within the FMC Group to
change remuneration or other benefits of such persons or to terminate the
employment of such



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persons with or without notice. This applies subject to the provision
that this Plan or any document connected therewith will adversely influence any
independent contractual right of these persons.


17.4                                    If any provision of this Plan is invalid on
grounds other than those in Clause 17.2, this shall not affect the validity of
the remaining provisions of the Plan. The same applies if it is ascertained
that the Plan is subject to an omission. In that case, this paragraph shall apply
to the effect that in place of the invalid or unenforceable provision or to
repair an omission, such provision shall apply which most closely corresponds
to the intended purpose of this Plan.


17.5                                    References and headings attributed to
individual sections and subsections of this Plan are solely for the purpose of
easier reference. These headings are in no case significant or relevant for the
interpretation of the Plan.


17.6                                    No provision in this Plan leads to or infers
a presumption that the authority of the General Partner or the authority of its
supervisory board to issue Options or approve other remuneration connected or
not connected to shares granted by any other share based long term incentive
program or any other authority may be restricted.


18.                                        DEFINITIONS


18.1                                    Affiliated Company means any German or foreign enterprise of
the Company in the meaning of Sections 15 ff. Stock Corporation Act (Aktiengesetz).


18.2                                    The term Heir
means the person, the persons, the trust or trusts, which are nominated by a
Participant or, if no such nomination is made, is or are entitled by will or
law in the event of the death of a Participant, to receive the benefit of the
Options under this Plan. The concept “heir” therefore also includes the
executor appointed by will or the administrator appointed by the court, if no
heir is named and is in a position to act under the given circumstances.


18.3                                    The term Company
stands for Fresenius Medical Care AG & Co. KGaA, Hof an der Saale,
Germany.


18.4                                    Option Office is the credit institution which can be
entrusted by the General Partner with the technical processing of the exchange
of Options.


18.5                                    The term Grant
Date has the meaning specified in Clause 5.2.


18.6                                    Waiting Period is as defined in Clause 7.1.


18.7                                    Exercise Period is as defined in Clause 7.1.


18.8                                    Exercise Price is as defined in Clause 6.


18.9                                    Exercise Declaration is as defined in Clause 8.2.



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18.10                              FMC Group stands for the Company and its affiliated
companies with the exception of Fresenius Aktiengesellschaft and the companies
affiliated with Fresenius Aktiengesellschaft in any manner other than through
the Company.


18.11                              General Partner is the General Partner of the Company,
Fresenius Medical Care Management AG.


18.12                              Participants are persons to whom Options may be granted in
the manner defined in Clause 4.1 (Participants).


18.13                              The term Plan
refers to this stock option plan of the Company as amended from time to time.


18.14                              Share means non-par value bearer ordinary share in
the Company.


18.15                              Stock Exchange Price means the closing price (Schlusskurs) of the shares in electronic “Xetra” trading of
the Deutsche Börse AG in Frankfurt/Main or a comparable successor system. If no
closing price is set in the electronic “Xetra” trading, the General Partner is
entitled, with the approval of its supervisory board, to agree on a suitable
means of replacing the closing price set in electronic “Xetra” trading.


18.16                              Success Target is as defined in Clause 7.2 (Success
Target).


18.17                              Banking Days are days on which banks in Frankfurt/Main are
open for normal public business.


18.18                              Usual bank’s working hours are working
hours Banking Days during which customer orders are normally taken to enable
same-day execution.



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