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                                                                    Exhibit 10.2

                                                                  Execution Copy

                                TENDER AGREEMENT

                               dated 20 March 2003

                                     between

Rene Braginsky
Pilatusstrasse 22, CH-8032 Zurich, Switzerland                            ("RB")

Hans Kaiser
acting for himself and his family members
Rebbergstrasse 9, CH-8803 Ruschlikon, Switzerland                         ("HK")

"Zurich" Versicherungs-Gesellschaft
acting for itself and certain other companies of
the Zurich Financial Services Group
Mythenquai 2, CH-8002 Zurich, Switzerland                                  ("Z")

III Institutional Investors International Corp.
c/o Bruppacher Hug & Partner, Zolliker Strasse 158,
CH-8702 Zollikon, Switzerland                                            ("III")

                      (each a "Shareholder" and collectively the "Shareholders")

                                       and

Smith & Nephew plc
Heron House, 15 Adam Street,
London WC2N 6LA, United Kingdom                           ("Smith & Nephew plc")

                                       and

Meadowclean Limited
(to be renamed Smith & Nephew Group plc)
122 Moulin de la Ratte,
CH-1236 Cartigny, Geneva, Switzerland               ("Smith & Nephew Group plc")


                                    Regarding

       A Public Tender Offer to all Shareholders of InCentive Capital AG

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WHEREAS:

(A)  Smith & Nephew plc is an English company limited by shares with principal
     place of business in England whose ordinary share capital amounts to GBP
     113,560,138.10, divided into 929,128,403 ordinary shares of 12 2/9 pence
     nominal value each, listed on the London Stock Exchange and, in the form of
     American Depositary Receipts, on the New York Stock Exchange.

(B)  Centerpulse AG ("Centerpulse") is a Swiss company limited by shares with
     registered seat in Zurich whose share capital amounts to CHF 354,919,350,
     divided into 11,830,645 registered shares with a par value of CHF 30 each
     (the "Centerpulse Shares"), listed on the SWX Swiss Exchange and, in the
     form of American Depository Receipts, on the New York Stock Exchange.

(C)  Desirous to combine their respective businesses, Centerpulse and Smith &
     Nephew plc and Smith & Nephew Group plc have agreed that Smith & Nephew plc
     or Smith & Nephew Group plc, the proposed new holding company of Smith &
     Nephew, which will be a UK registered public company, resident in
     Switzerland, and listed on the London Stock Exchange and on the SWX Swiss
     Exchange, shall submit a public tender offer for all publicly held
     Centerpulse Shares on the terms and subject to the conditions of a
     transaction agreement of even date (the "Centerpulse Tender Offer"). All
     references to "Smith & Nephew" in this Agreement therefore include Smith &
     Nephew plc and Smith & Nephew Group plc, and all references to "Smith &
     Nephew Shares" shall include the shares of Smith & Nephew plc listed on the
     London Stock Exchange or as appropriate the shares of Smith & Nephew Group
     plc to be listed on the London Stock Exchange and the SWX Swiss Exchange.

(D)  InCentive Capital AG ("Incentive"), a Swiss company limited by shares with
     registered seat in Zug whose share capital amounts to CHF 42,944,040,
     divided into 2,147,202 fully paid-up bearer shares with a par value of CHF
     20 each which are listed on the SWX Swiss Exchange (the "InCentive
     Shares"), holds, at the Signing Date, indirectly through its wholly-owned
     subsidiary InCentive Jersey Ltd., 13.14% of the Centerpulse Shares and
     rights to acquire further 5.77% of the Centerpulse Shares, all as set forth
     in Schedule (D).

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(E)    The Shareholders hold in the aggregate 1,650,190 InCentive Shares,
       representing approximately 76.85% of the voting rights and capital stock
       of InCentive, as set forth in Schedule (E).

(F)    Concurrently with the Centerpulse Tender Offer, Smith & Nephew wishes to
       submit a public tender offer to all shareholders of InCentive,
       conditional upon completion (Zustandekommen) of the Centerpulse Tender
       Offer, and each Shareholder wishes to tender his InCentive Shares to
       Smith & Nephew in the course of such public tender offer.

NOW, THEREFORE, the Parties agree as follows:

1.     DEFINED TERMS

       As used in this Agreement, the capitalised terms shall have the meaning
       set forth in Schedule 1.

2.     PUBLIC TENDER OFFER

2.1.   The Offer

2.1.1. On the terms and subject to the conditions set forth in this Agreement,
       Smith & Nephew shall submit a public tender offer for all InCentive
       Shares which are presently issued and which may be issued from the
       Signing Date until the last day of the Statutory Extension Period other
       than any InCentive Shares held by InCentive itself or by any of its
       subsidiaries (the "Public Tender Offer").

2.1.2. Smith & Nephew shall publish the pre-announcement (Voranmeldung) relating
       to the Public Tender Offer, as contained in Schedule 2.1.2, (the
       "Pre-Announcement") in the electronic media on the Signing Date.

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2.2.   The Offer Price

       (a)   The offer price per InCentive Share to be offered by Smith & Nephew
             in the Public Tender Offer (the "Offer Price") shall be:

                                  -------------
                                      a + b
                                      -----
                                        c
                                  -------------

             where:

             a   is   the total amount of Smith & Nephew Shares and amount of
                      cash that would be payable to InCentive under the
                      Centerpulse Tender Offer for the Centerpulse Shares held
                      by InCentive (the "Centerpulse Holding");

             b   is   the adjusted net asset value (positive or negative) of
                      InCentive as determined in accordance with Schedule 2.2(a)
                      (the "Adjusted NAV") calculated as at the last day of the
                      Offer Period, but excluding the Centerpulse Holding, and
                      attributing no value to any InCentive Shares held by
                      InCentive or its subsidiaries (the "Treasury Shares"), as
                      confirmed by InCentive's auditors;

             c   is   the total number of InCentive Shares in issue on the last
                      day of the Offer Period less the number of Treasury Shares
                      on that date.

             The consideration for each InCentive Share will consist of (i) an
             element of Smith & Nephew shares and cash which will mirror the
             Centerpulse Holding; plus or minus (ii) the cash equivalent to the
             Adjusted NAV excluding the Centerpulse Holding. If the Adjusted NAV
             excluding the Centerpulse Holding is negative, then the cash
             element attributable to the Centerpulse Holding shall be reduced,
             pro tanto, and if after such reduction there is still a negative
             balance, the number of Smith & Nephew shares to be issued shall be
             reduced by a corresponding amount calculated by reference to the
             average closing prices of Smith & Nephew Shares of the fifth to the
             third Business Day prior to the Settlement Date.

                                      -4-

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     (b)  The Offer Price shall be adjusted for any dilutive effects in respect
          of the InCentive Shares (to the extent they have not been reflected in
          the Adjusted NAV) or the Smith & Nephew Shares (save for shares issued
          for management options issued under the Smith & Nephew employee share
          schemes and disclosed in the Smith & Nephew financial statements for
          the financial year 2002), including dividend payments (save for
          dividends already declared by Smith & Nephew or an interim dividend
          thereafter declared by Smith & Nephew in the normal course), capital
          increases below market value, or the issuance of options (save for
          management options issued under the Smith & Nephew employee share
          schemes in the normal course consistent with past practice), warrants,
          convertible securities and other rights of any kind to acquire
          InCentive shares or Smith & Nephew shares as the case may be.

     (c)  Accepting InCentive shareholders under the Public Tender Offer and
          accepting Centerpulse shareholders under the Centerpulse Tender Offer
          (together the "Accepting Shareholders") may elect to take fewer Smith
          & Nephew Shares or more Smith & Nephew Shares than their basic
          entitlement under the relevant offer, but elections under both offers
          (taken together) to take more Smith & Nephew Shares (together the
          "Excess Shares") will only be satisfied to the extent that elections
          have been made under both offers (taken together) by Accepting
          Shareholders to take fewer Smith & Nephew Shares (together referred to
          as the "Available Shares"). The Available Shares will be allocated to
          the applicants for Excess Shares in proportion to the number of Excess
          Shares applied for. If the total number of Available Shares exceeds
          the total number of Excess Shares applied for, the Available Shares
          shall be limited to an amount equal to the Excess Shares. Once the
          share allocations have been determined, the cash element of the
          consideration will be reduced or increased (as the case may be) for
          each Accepting Shareholder who has been allocated an increased or
          reduced number of Smith & Nephew Shares. All calculations shall be
          made by reference to the number of acceptances and elections as of the
          last day of the additional acceptance period.

     (d)  Fractions of Smith & Nephew Shares shall not be allotted or issued to
          accepting InCentive shareholders but will be aggregated and sold in
          the market, and the net proceeds of sale shall be distributed on a pro
          rata basis to

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          the InCentive shareholders who accept the Public Tender Offer and are
          entitled to them.

     (e)  The consideration payable for the Centerpulse Shares under the
          Centerpulse Tender Offer shall comprise for each Centerpulse Share:

          (i)  25.15 new Smith & Nephew Shares; and

          (ii) CHF 73.42 in cash.

2.3. Conditions of the Public Tender Offer

     The Public Tender Offer shall be subject to the fulfilment or waiver by
     Smith & Nephew of the conditions as set forth in the Pre-Announcement.

2.4. Implementation by Smith & Nephew of the Public Tender Offer

     Following the date of this Agreement, Smith & Nephew shall:

     (a)  use all commercially reasonable efforts to prepare and, each time
          within the statutory period of time, publish the prospectus (the
          "Offer Prospectus") and such other documents relating to the Public
          Tender Offer as are required by law (the "Offer Documents"), each time
          after having consulted with InCentive and its advisers and after
          having given InCentive and its advisers reasonable opportunity to
          review and comment on the Offer Documents; and

     (b)  use all commercially reasonable efforts to procure that the conditions
          of the Public Tender Offer set forth in par. g) of the
          Pre-Announcement and the conditions of the Centerpulse
          Pre-Announcement contained in Schedule 2.4(b) which are under Smith &
          Nephew's control are satisfied.

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2.5.   Secondary Listing of Smith & Nephew Shares

       Smith & Nephew shall use all reasonable efforts to procure that the Smith
       & Nephew Shares obtain a secondary listing on SWX Swiss Exchange as of
       the Settlement Date or as soon as possible thereafter.

3.     OBLIGATIONS OF THE SHAREHOLDERS IN RELATION TO THE PUBLIC TENDER OFFER

3.1.   Tender of Incentive Shares by the Shareholders

       Subject to the terms and conditions of this Agreement, each Shareholder
       shall tender to Smith & Nephew all InCentive Shares held by him during
       the first two Business Days of the Offer Period, it being agreed and
       understood, for the avoidance of doubt, that:

       (a)  each Shareholder shall be severally, but not jointly with the other
            Shareholders, under the obligation to tender the InCentive Shares
            held by him; and

       (b)  except as otherwise set forth in this Agreement, the tender and sale
            of InCentive Shares by the Shareholders shall be subject to the
            terms and conditions of the Public Tender Offer, as the same are set
            forth in the Pre-Announcement and will be further defined in the
            Offer Prospectus.

3.2.   Withdrawal of Tendered Incentive Shares; Competing Offers

3.2.1. No Withdrawal

       None of the Shareholders shall, nor shall he have the right to, withdraw
       the InCentive Shares tendered by him pursuant to Section 3.1 except in
       accordance with the terms and conditions of Section 3.2.2.

                                      -7-

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3.2.2. Failure Event other than for Competing Offers

       In the event that Smith & Nephew announces that the Public Tender Offer
       or the Centerpulse Tender Offer has failed for any reason other than
       under the circumstances where a competing public tender offer for
       InCentive Shares or Centerpulse Shares has been made, the Shareholders
       shall be free to withdraw their tendered InCentive Shares except that, if
       such a failure event results from a breach by a Shareholder of his
       obligations under Section 3.5 (Non-solicitation), such Shareholder shall
       not be entitled to withdraw his tendered InCentive Shares under this
       Section 3.2.2.

3.2.3. Competing Centerpulse Offer

       In the event that during the Offer Period a third party submits a public
       tender offer for Centerpulse Shares which provides for a consideration of
       a higher economic value than the consideration offered by Smith & Nephew
       under the Centerpulse Tender Offer (the "Competing Centerpulse Offer")
       which has become or been declared unconditional as to the acceptance
       level, then Smith & Nephew shall, at its discretion, either (i) declare
       the Public Tender Offer unconditional, in which case InCentive's net
       asset value shall be calculated on the basis of the consideration offered
       by the third party in the Competing Centerpulse Offer, or (ii) permit
       InCentive to tender its Centerpulse Shares into the Competing Centerpulse
       Offer, such choice to be made in a timely manner so to allow InCentive to
       effectively tender its Centerpulse Shares into the Competing Centerpulse
       Offer during the statutory extension period.

3.2.4. Competing InCentive Offer

       The Shareholders shall not have the right to withdraw their tendered
       InCentive Shares in the event of a competing InCentive offer, even where
       such competing InCentive offer is made at a higher price, except where
       Smith & Nephew announces that the Public Tender Offer has failed.

3.2.5. Competing Parallel Offers

       In the event of competing offers both for InCentive Shares and
       Centerpulse Shares, Section 3.2.3 shall apply.

                                      -8-

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3.3.   Deposit of Incentive Shares and Deposit Confirmations

       Each Shareholder shall:

       (a)  procure that the InCentive Shares held by him are held by a bank or
            banks in Switzerland or in the European Union in security accounts;
            and

       (b)  use best efforts to procure that each bank where the InCentive
            Shares held by him are deposited delivers to Smith & Nephew, as soon
            as possible but not later than ten Business Days after the Signing
            Date, a confirmation in writing that the InCentive Shares held by
            him are deposited with such bank and such bank has been irrevocably
            instructed to tender the InCentive Shares into the Public Tender
            Offer in accordance with Section 3.1 during the first two Business
            Days of the Offer Period.

3.4.   Settlement of the Public Tender Offer

       On the Settlement Date, the whole of the consideration payable to the
       Shareholders (Smith & Nephew Shares and cash) shall be distributed as
       follows:

       (a)  to the Escrow Agent an amount necessary to fund the ongoing cash
            escrow required under the Escrow Agreements according to Section
            6.1; and

       (b)  the balance of the consideration to the Shareholders.

       If the cash to be deducted under paragraph (a) of this Section 3.4
       exceeds the cash payable to the relevant Shareholder, Smith & Nephew can
       either sell sufficient Smith & Nephew Shares to realise an adequate
       amount of cash or set-off its obligation to deliver the Smith & Nephew
       shares and cash with its claim(s) against the relevant Shareholder.

3.5.   Non-solicitation

       Each Shareholder agrees that it shall immediately cease and cause to be
       terminated all existing discussions, negotiations and communications
       between itself or any of its subsidiaries and any persons with respect to
       any Acquisition Transac-

                                      -9-

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       tion (as defined below). Except as otherwise contemplated by this
       Agreement, none of the Shareholders or their respective subsidiaries
       shall solicit or initiate any discussions or negotiations with any
       corporation, partnership, person or other entity or group (other than
       Smith & Nephew or any affiliate or associate of Smith & Nephew)
       concerning any merger, consolidation, business combination, liquidation,
       reorganisation, sale of substantial assets, sale of shares of capital
       stock or similar transaction involving InCentive or any subsidiary of
       InCentive (each an "Acquisition Transaction"), provided that nothing
       contained in this Section 3.5 shall restrict InCentive's board of
       directors in taking and disclosing to InCentive's shareholders or any
       third parties or governmental or regulatory bodies a position with
       respect to an Acquisition Transaction initiated by a third party, or in
       making such other disclosure to InCentive's shareholders or any third
       parties or governmental or regulatory bodies, which, as advised by
       outside counsel, is advisable under applicable law.

3.6.   No Acquisition or Disposal of Shares

       Unless Smith & Nephew shall have given its prior written consent or
       declared that the Public Tender Offer has failed, none of the
       Shareholders or any of their respective subsidiaries shall, after the
       Signing Date:

       (a)  acquire or sell any Centerpulse Shares or rights to acquire
            Centerpulse Shares;

       (b)  acquire any InCentive Shares or rights to acquire InCentive Shares
            or, subject to Section 3.2, sell or otherwise dispose of any
            InCentive Shares other than by way of the settlement of the Public
            Tender Offer; or

       (c)  acquire any Smith & Nephew Shares or rights to acquire Smith &
            Nephew Shares except through the settlement of the Public Tender
            Offer, provided that each Shareholder shall have the right to
            acquire Smith & Nephew Shares after the expiry of a period of six
            months following the end of the Statutory Extension Period;

                                      -10-

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       provided that nothing contained in this Section 3.6 shall restrict
       InCentive Asset Management AG or Z from acquiring or selling Centerpulse
       Shares, InCentive Shares or Smith & Nephew Shares on the account of third
       parties (other than InCentive or any Shareholder or any related person
       pursuant to article 15 SESTO-FBC) on the basis of asset management
       agreements.

3.7.   Voting of Incentive Shares at Incentive's Shareholders' Meeting

       The Shareholders shall vote their shares in favour of the shareholders'
       resolutions necessary for the satisfaction of the conditions precedent
       set forth in par. c) of the conditions section of the Pre-Announcement.

3.8.   Co-operation in Preparation of Offer Documents

       Each Shareholder shall provide in a timely manner the information
       required by law in relation to the preparation of the Offer Documents.

4.     REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS

       Each of RB, HK and III represents and warrants, severally and not
       jointly, and as regards Section 4(c) (Legal Title) only with respect to
       the InCentive Shares held by himself and not with respect to the
       InCentive Shares held by the other Shareholders, that each of the
       following statements is true and correct, and Z represents and warrants
       only as regards Section 4(c) (Legal Title) with respect to the InCentive
       Shares held by itself (and not with respect to any other Section or the
       InCentive Shares held by the other Shareholders), except as otherwise set
       forth hereafter, both on the Signing Date and on the Settlement Date:

       (a)  Corporate Existence

            InCentive and each of its fully consolidated subsidiaries is duly
            and lawfully incorporated and existing under the laws under which it
            is organised and has the full corporate power and authority to own
            and use its assets and to conduct its business as the same is
            currently being conducted.

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      (b)   InCentive Share Capital

            The share capital of InCentive amounts to CHF 42,944,040 and is
            divided into 2,147,202 bearer shares with a par value of CHF 20
            each, fully paid-up. There are no resolutions regarding the issuance
            of new InCentive Shares other than the those that are entered into
            the commercial register, and there are no options outstanding for
            the issuance of new InCentive Shares.

       (c)  Legal Title

            On the Settlement Date, the Shareholders are the sole and
            unencumbered legal owners of InCentive Shares as set forth in
            Recital (E), free and clear of any third party rights. There exist
            no limitations under law, the articles of incorporation of InCentive
            or any agreements or undertakings by which the Shareholders are
            bound that would prevent the Shareholders from entering into or
            performing their obligations under this Agreement.

       (d)  Financial Statements

            The audited consolidated financial statements for the business year
            ended 2002, as contained in Schedule 4(d) (the "2002 Financials")
            and the Interim Financials truly and fairly present the financial
            position and results of operations of the InCentive group at the
            dates and for the periods set forth therein. The 2002 Financials
            have been and the Interim Financials will be established in
            conformity with IAS consistently applied, save, in respect of the
            Interim Financials, for any inconsistencies and deviations from IAS
            which are due to the fact that the Interim Financials are interim
            financial statements and not year-end financial statements.

       (e)  Determination of the Adjusted NAV

            The Adjusted NAV will be determined in accordance with Schedule
            2.2(d). Save as otherwise set forth in such schedule, the methods
            and principles for determining the Adjusted NAV correspond to the
            methods and principles which were consistently applied by InCentive
            for determining

                                      -12-

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              the per share net asset value of the InCentive group prior to the
              Signing Date.

          (f) Absence of Liabilities

              As of the Settlement Date, none of InCentive or any of its
              subsidiaries has any debts, obligations or liabilities, whether
              due or future, actual or contingent, arising out of or in
              connection with any transaction entered into or completed prior
              to the Settlement Date other than those reflected, reserved or
              provisioned in the Interim Financials.

          (g) Compliance with Laws

              Except for matters which would not have a material adverse
              effect, InCentive has, to the best knowledge of the Shareholders,
              complied with and is presently in compliance with all laws,
              regulations, reporting and licensing requirements and orders
              applicable to it.

          (h) Taxes

              All tax returns required to be filed prior to or on 31 December
              2002 by or with respect to InCentive or any of its subsidiaries
              for all taxable periods ending on or prior to 31 December 2002
              have been timely filed. All taxes shown to be due on such tax
              returns on or prior to 31 December 2002, or which have been or
              will be assessed by the competent tax authorities with respect to
              such tax returns, have been timely paid or fully provisioned
              against. As of the Settlement Date, any and all taxes which are
              due or become payable by InCentive or any of its subsidiaries for
              any periods ending on or prior to the Settlement Date or in
              respect of any transaction entered into or completed prior to or
              on the Settlement Date have been fully paid or provisioned
              against in the Interim Financials.

          (i) Social Security and Pensions

              All social security, pension fund or similar payments due by
              InCentive or any of its subsidiaries in favour of its employees
              under the law or any benefit plans (collectively, the "Benefit
              Plans") have been fully paid or

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              provisioned in the Interim Financials. All contributions required
              to be made under the terms of the law (as regards social
              security) or of any such Benefit Plans have been timely made.

          (j) Material Contracts

              As of the Settlement Date, none of InCentive or any of its
              subsidiaries is party to any material contract, agreement,
              arrangement or undertaking.

          (k) Litigation

              There are no actions, suits or proceedings pending against, or to
              the best knowledge of the Shareholders, threatened in writing
              against InCentive or any of its subsidiaries before any court,
              arbitral tribunal or administrative body, agency or commission
              involving a claim which has not, or not to the full extent, been
              provisioned in the 2002 Financials or the Interim Financials.

          (l) No Further Representations and Warranties

              No representations are made or warranties given, whether express
              or implied, other than those made or given in this Section 4.

    5.    INDEMNIFICATION IN CASE OF BREACH OF WARRANTIES

    5.1.  Indemnity Obligation

          Each Shareholder (including, for the avoidance of doubt, Z) agrees
          severally, and not jointly with the other Shareholders, to indemnify
          and hold harmless Smith & Nephew against claims for breaches of the
          representations given by RB, HK and III under Section 4.

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  5.2.    Term and Notification Period

  5.2.1.  The representations and warranties set forth in Section 4 (other
          than with respect to the title warranty in Section 4(c) or fraud
          pursuant to article 28 CO) shall be valid for a period of 36 months
          from the Settlement Date. If Smith & Nephew fails so to notify the
          Shareholders prior to the last Business Day of such 36 months period,
          it shall be deemed to have waived, and shall be precluded from
          raising, any claim or right against the Shareholders for
          misrepresentation or breach of warranty in respect of such claim.

  5.2.2.  Should Smith & Nephew detect any misrepresentation or breach of
          warranty, or should a third party raise or threaten in writing to
          Smith & Nephew or any of its subsidiaries to raise a claim which is
          reasonably likely to give rise to a claim for misrepresentation or
          breach of warranty, then, following 31 March 2004, Smith & Nephew
          shall be obliged, within 90 Business Days from having obtained
          reasonable knowledge of the circumstances of such misrepresentation or
          breach of warranty or of such third party claim, to notify the
          Shareholders in writing describing the facts or the claim in
          reasonable detail. If Smith & Nephew fails to so notify the
          Shareholders, it shall be deemed to have waived any claim or right
          against the Shareholders for misrepresentation or breach of warranty
          in respect of such claim, unless Smith & Nephew is able to show that
          the Shareholders have not actually been prejudiced by such failure.

  5.2.3.  No statutory examination or notification requirements apply. The
          provisions contained in this Section 5.2 shall supersede the
          provisions of articles 201 and 210 CO which shall not be applicable to
          this Agreement. The Shareholders explicitly waive Articles 201 and 210
          CO.

  5.3.    Limitations

          (a) The obligation of each Shareholder to indemnify pursuant to
              Section 5 is limited as follows:

              (i)  other than in the case of Section 4(f), only claims which on
                   a stand-alone basis exceed the amount of CHF 50,000 may be
                   made, it being understood that any and all claims exceeding
                   such amount shall be taken into account in full. For the
                   purposes of this Section several

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           claims based on the same set of facts or origin shall be deemed to be
           one claim;

     (ii)  each Shareholder shall severally, but not jointly with the other
           Shareholders, be liable for such damages in the proportion of the
           InCentive Shares sold by him to the aggregate number of InCentive
           Shares sold by all the Shareholders, however not exceeding the escrow
           amount paid on behalf of such Shareholder into the escrow account
           under the Escrow Agreements;

     (iii) the maximum liability of a Shareholder (other than in respect to the
           warranty given in respect to legal title in accordance with Section
           4(c) and fraud committed by such Shareholder pursuant to article 28
           CO) shall be limited to, and under no circumstances exceed, the
           amount held in escrow of such Shareholder as set forth in Schedule 6.
           1(b).

(b)  If facts and circumstances which would give rise to a claim against the
     Shareholders result in any financial benefits or financial advantages to
     InCentive or Smith & Nephew, then any damages will be reduced by the amount
     equal to any such benefits and advantages. In addition, the Shareholders
     shall not be liable in respect of a claim of Smith & Nephew for
     misrepresentation or breach of warranty:

     (i)   if and to the extent that such claim is covered by any specific
           provision, reserve or expense in the 2002 Financials or the Interim
           Financials relating to such claim, or if and to the extent such claim
           can be compensated by to the extent permitted by law and applicable
           accounting principles consistently applied dissolving provisions made
           for any purpose in the 2002 Financials or the Interim Financials;

     (ii)  if and to the extent that such claim is provided for or reflected in
           the Adjusted NAV;

     (iii) if and to the extent that costs, damages and expenses have been
           recovered from a third party (including without limitation an
           insurance

                                      -16-

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               company), after deduction of all direct costs and expenses
               incurred in making such recovery (including reasonable attorney's
               fees);

          (iv) if and to the extent that, as a result of a claim for
               misrepresentation or breach of warranty, any tax payable by
               InCentive or its subsidiaries is or will be reduced;

          (v)  if and to the extent that any damage or loss has been caused or
               increased by the fact that Smith & Nephew shall have failed to
               comply, or cause InCentive or its subsidiaries to comply with,
               the duty to mitigate the damage caused by a misrepresentation or
               breach of warranty.

5.4. Third Party Claims

     If any claim is raised by a third party against InCentive which has been
     notified by Smith & Nephew pursuant to Section 5.2, the following
     provisions of this Section 5.4 shall apply:

          (a)  if the aggregate level of claims made by third parties has not
               exceeded, nor is it likely to exceed, CHF 500,000, the
               Shareholders, represented for such purpose by InCentive Asset
               Management AG, shall use their commercially reasonable efforts in
               assisting Smith & Nephew or InCentive in the defence of such
               claim. Smith & Nephew shall not, and shall procure that InCentive
               does not, settle any such claim without prior written
               consultation with the Shareholders, represented for such purpose
               by InCentive Asset Management AG.

          (b)  If the aggregate level of claims made by third parties has
               exceeded or is likely to exceed CHF 500,000 but is unlikely to
               exceed CHF 15,000,000, and if the Shareholders, represented for
               such purpose by InCentive Asset Management AG, acknowledge their
               liability in writing and deliver to Smith & Nephew and the Escrow
               Agent an instruction in writing instructing the Escrow Agent to
               release to Smith & Nephew an amount equivalent to the liability
               as shall be agreed or adjudicated at the time of such agreement
               or adjudication, then the Shareholders, represented for such
               purpose

                                      -17-

<PAGE>

               by InCentive Asset Management AG, shall have the right to
               compromise or defend, at their own cost and expense and by their
               own counsel, any such matter. If the Shareholders are willing to
               compromise or defend any asserted liability, they shall promptly
               notify Smith & Nephew of their intention to do so, and Smith &
               Nephew shall co-operate with, and provide at the cost and expense
               of the Shareholders appropriate documentation and support as
               reasonably requested by the Shareholders, represented for such
               purpose by InCentive Asset Management AG, or their counsel in
               connection with the compromise or defence of such asserted
               liability. Smith & Nephew shall have the right to participate, at
               its own expense, in the defence of such asserted liability.

          (c)  If the aggregate level of claims made by third parties has
               exceeded or is likely to exceed CHF 15,000,000, and if Smith &
               Nephew so elects, then Smith & Nephew shall have the right to
               compromise or defend, at its own cost and expense, and by its own
               counsel, any such matter. In such circumstances, the Shareholders
               shall co-operate with, and provide at the cost and expense of
               Smith & Nephew, appropriate documentation and support as
               reasonably requested by Smith & Nephew, in connection with the
               compromise or defence of such asserted liability.

          (d)  Smith & Nephew may direct the Shareholders to agree to compromise
               any asserted liability against InCentive or its subsidiaries at
               any time, provided that Smith & Nephew at the same time waives
               its rights for indemnification from the Shareholders for
               misrepresentation or breach of warranty under this Agreement.

     5.5. Remedies Exclusive

          The remedies set forth in this Section 5 shall be in lieu of any
          remedies provided for by the law. All remedies provided for by the law
          including, without limitation, the right to rescind this Agreement,
          are explicitly waived.

                                      -18-

<PAGE>

5.6.     Indemnification and No Recourse Among Shareholders

5.6.1.   Z shall not have any claim or recourse against any of the other
         Shareholders in the event that amounts are drawn from Z's escrow
         account under Z's Escrow Agreement, except under the circumstances set
         forth in Section 5.6.2.

5.6.2.   Should the escrow amounts deposited on the escrow accounts under the
         Escrow Agreements on the account of any of the Shareholders be claimed
         by and released to Smith & Nephew as a result of a fraudulent or
         grossly negligent breach of Section 4 (other than a breach of Section
         4(c) by Z), then the Shareholder who committed such breach shall
         indemnify Z for the escrow amount deposited on the account of Z as if
         no breach of Section 4 had occurred.

6.       ESCROW

6.1.     As security for any claims of Smith & Nephew according to Section 5.1
         and Section 7 (Indemnity for certain share purchases), (i) the
         Shareholders, Smith & Nephew and the Escrow Agent will execute the
         Escrow Agreements substantially in the form contained in Schedule
         6.1(a), and (ii) Smith & Nephew shall, and shall be entitled to, pay on
         the Settlement Date from the cash portion payable to each Shareholder
         under the Public Tender Offer an amount to be determined according to
         Schedule 6.1(b) to the escrow accounts pursuant to the Escrow
         Agreements. The obligations of each Shareholder and of the Escrow
         Agent, in particular regarding the release of the escrow amounts
         deposited in the escrow accounts, shall be governed by the Escrow
         Agreements.

6.2.     Smith & Nephew shall, and shall be limited to, recover any amount due
         according to Section 5.1 exclusively by recourse to the escrow amount
         deposited on the escrow accounts under the Escrow Agreements, and the
         Shareholders shall be under no obligation to discharge any claim of
         Smith & Nephew under Section 5.1 by any other means of payment, except
         that Smith & Nephew shall have unfettered recourse to a Shareholder who
         is in breach of Section 4(c) (Legal Title).

                                      -19-

<PAGE>

     7.  INDEMNITY FOR CERTAIN SHARE PURCHASES

         In the event that any of the Shareholders or any of its respective
         subsidiaries acquires or agrees to acquire any Centerpulse Shares or
         any InCentive Shares or any rights to acquire Centerpulse Shares or
         InCentive Shares after the Signing Date and Smith & Nephew is, as a
         result of any such acquisition, required by law to increase the offer
         price under the Centerpulse Tender Offer or the Public Tender Offer,
         then

         (a)   the Shareholder who has acquired or permitted that his subsidiary
               acquire such shares (and only such Shareholder and not the other
               Shareholders) shall indemnify Smith & Nephew for, and hold Smith
               & Nephew harmless from, the total increased cost of the Public
               Tender Offer or the Centerpulse Tender Offer, as the case may be,
               and any damages, loss, claims, cost and expenses (including
               reasonable attorney's fees and expenses) incurred or payable by
               Smith & Nephew as a result of such required offer price increase,
               provided that all Parties shall use commercially reasonable
               efforts to resist such requirement to increase the offer price
               under the Centerpulse Tender Offer or the Public Tender Offer
               including, if necessary, recourse to the courts; and

         (b)   Smith & Nephew shall have the right to set-off to the fullest
               extent possible its claim under Section 7(a) against the
               consideration (calculated, for the avoidance of doubt, on the
               basis of the Offer Price) payable to such Shareholder, and only
               such Shareholder and not the other Shareholders. The Shareholders
               hereby waive the requirement of same kind of consideration
               (Gleichartigkeit) for the set-off.

                                      -20-

<PAGE>

    8.   TERMINATION

    8.1. By The Shareholders

         Each of the Shareholders shall have the right to terminate this
         Agreement for itself by notice to Smith & Nephew and the other
         Shareholders with immediate effect in any of the following events:

         (a)  The Pre-Announcement is not made according to Section 2.1.2.

         (b)  In the circumstances envisaged by Section 3.2.3(ii).

         (c)  Any of the conditions of the Public Tender Offer is not satisfied
              or waived by Smith & Nephew according to the Pre-Announcement and
              the Offer Prospectus or the Public Tender Offer is not successful
              for any other reason.

    8.2. By Smith & Nephew

         Smith & Nephew shall have the right to terminate this Agreement by
         notice to the Shareholders with immediate effect if (i) any of the
         conditions of the Public Tender Offer is not satisfied or waived (to
         the extent they may be waived) by Smith & Nephew according to the
         Pre-Announcement and the Offer Prospectus, (ii) or the Public Tender
         Offer is not successful for any other reason. Smith & Nephew shall have
         the right to terminate this Agreement partially if an event such as is
         set forth in the first paragraph of Section 7 has occurred, to the
         extent necessary to avoid an obligation to increase the Offer Price
         pursuant to article 10 (6) TOO.

    8.3. Effect of Termination

         In the event of a termination by any Shareholder according to Section
         8.1, the provisions of this Agreement shall cease to have any effect as
         between such terminating Shareholder and Smith & Nephew, except for the
         provisions of Section 9 and Section 10 which shall continue to be in
         effect for an indefinite period of time. In the event of a termination
         by Smith & Nephew according to Section 8.2, the provisions of this
         Agreement shall cease to have any effect as between all

                                      -21-

<PAGE>

         Shareholders and Smith & Nephew, except for the provisions of Section 9
         and Section 10 which shall continue to be in effect for an indefinite
         period of time. Any such termination shall be without prejudice to the
         liabilities of any Party for a prior breach of this Agreement.

    9.   MISCELLANEOUS

    9.1. Entire Agreement; modifications

         This Agreement constitutes the entire agreement of the Parties
         concerning the object of this Agreement and supersedes all previous
         agreements or arrangements, negotiations, correspondence, undertakings
         and communications, oral or in writing. This Agreement including this
         Section shall be modified only by an agreement in writing executed by
         the Parties which shall explicitly refer to this Section.

    9.2. No Waiver

         The failure of any of the Parties to enforce any of the provisions of
         this Agreement or any rights with respect hereto shall in no way be
         considered as a waiver of such provisions or rights or in any way
         affect the validity of this Agreement. The waiver of any breach of this
         Agreement by any Party shall not operate to be construed as a waiver of
         any other prior or subsequent breach.

    9.3. Severability

         If any provision of this Agreement is held to be invalid or
         unenforceable for any reason, such provision shall, if possible, be
         adjusted rather than voided, in order to achieve a result which
         corresponds to the fullest possible extent to the intention of the
         Parties. The nullity or adjustment of any provision of this Agreement
         shall not affect the validity and enforceability of any other provision
         of this Agreement, unless this appears to be unreasonable for any of
         the Parties.

                                      -22-

<PAGE>

    9.4. Notices

         Any notice, request or instruction to be made under or in connection
         with this Agreement to any Shareholder shall be made to InCentive Asset
         Management AG who shall act as notification agent for the Shareholders
         under this Agreement. Any notice, request or instruction to be made
         under this Agreement shall be made in writing and be delivered by
         registered mail or courier or by facsimile (to be confirmed in writing
         delivered by registered mail or courier) to the following addresses (or
         such other addresses as may from time to time have been notified
         according to this Section 9.4):

         (a)   If to Smith & Nephew:   Smith & Nephew plc.
                                       Attn. of Company Secretary
                                       Heron House
                                       15 Adam Street
                                       London WC2N 6LA
                                       United Kingdom
                                       Facsimile: +44 207 930 3353

         (b)   If to Smith & Nephew
               Group plc:              Smith & Nephew Group plc.
                                       Attn. of Company Secretary
                                       122 Moulin de la Ratte
                                       CH-1236 Cartigny, Geneva
                                       Switzerland

                                       with copies to:

                                       Smith & Nephew plc.
                                       Attn. of Company Secretary
                                       Heron House
                                       15 Adam Street
                                       London WC2N 6LA
                                       United Kingdom

                                      -23-

<PAGE>

         (c)   If to any

               Shareholder:            InCentive Asset Management AG
                                       Todistrasse 36
                                       8002 Zurich
                                       Switzerland
                                       Facsimile: +41 1 205 93 05

                                       with copies to:

                                       Lombard Odier Darier Hentsch & Cie
                                       Zurich Branch
                                       Attn. of Mr. Romeo Cerutti
                                       Sihlstrasse 20
                                       CH-8021 Zurich
                                       Switzerland
                                       Facsimile: +41 1 214 13 39

                                       Lenz & Staehelin
                                       Attn. of Mr. Rudolf Tschani
                                       Bleicherweg 58
                                       CH-8027 Zurich
                                       Switzerland
                                       Facsimile: +41 1 204 12 00

                                       Zurich Insurance Company
                                       Group Finance Director and
                                       General Counsel
                                       Mythenquai 2
                                       8002 Zurich
                                       Facsimile: + 41 1 625 37 70
                                                  + 41 1 625 34 97

         Any notice, request or instruction made under or in connection with
         this Agreement shall be deemed to have been delivered on the Business
         Day on which it has been dispatched or the fax confirmation been
         received by the Party making such notice, request or instruction.

                                      -24-

<PAGE>

9.5.  Confidentiality and Press Releases

      Without the prior written consent of Smith & Nephew and the
      Representatives (which consent shall not be unreasonably withheld), the
      Parties shall not disclose to any third party and keep in strict
      confidence this Agreement and its contents and shall not publish any
      press release or make any public announcement in respect of the
      transactions contemplated by this Agreement, unless any such
      disclosure, press release or public announcement is required under
      applicable laws or stock exchange regulations or ordered by any
      competent judicial or regulatory authority or by any competent stock
      exchange (in which case the Parties shall, to the extent permissible,
      consult with each other prior to any such disclosure).

9.6.  Assignment

      None of the Parties shall assign this Agreement or any rights or
      obligations under this Agreement to any third party without the prior
      written consent of all of the other Parties.

9.7.  Cost and Expenses; Taxes

      Each Party shall bear all cost, expenses and taxes incurred by it in
      connection with the transactions contemplated by this Agreement,
      provided that (a) Smith & Nephew shall bear and pay the Swiss
      securities transfer tax (Umsatzabgabe) and any transfer cost and
      expenses resulting from the transfer of InCentive Shares and
      Centerpulse Shares to Smith & Nephew or Smith & Nephew Shares to the
      Shareholders, and (b) the transaction cost and expenses incurred by
      InCentive shall be subtracted in calculating the Adjusted NAV.

9.8.  Several Obligations and Liabilities of the Shareholders

      None of the Shareholders shall be liable for the obligations of any
      other Shareholder or the performance of the obligations of any other
      Shareholder.

                                      -25-

<PAGE>

10.    APPLICABLE LAW AND DISPUTE RESOLUTION

11.1   This Agreement is subject to and governed by Swiss substantive law.

11.2   Any disputes arising out of or in connection with this Agreement,
       including disputes regarding its conclusion, binding effect, amendment
       and termination, shall be finally resolved to the exclusion of the
       ordinary courts by a three-person arbitral tribunal in accordance with
       the International Arbitration Rules of the Zurich Chamber of Commerce.
       The arbitration shall be conducted in English and the place of
       arbitration shall be Zurich.

                                      -26-

<PAGE>

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first
above written.


Smith & Nephew plc


/s/ Christopher J. O'Donnell                  /s/ Peter Hooley
-----------------------------------           ----------------------------------

Name: Christopher J. O'Donnell                Name: Peter Hooley
     ------------------------------                -----------------------------

Title: Chief Executive                        Title: Finance Director
      -----------------------------                 ----------------------------


"Zurich" Versicherungsgesellschaft

/s/ Ronald M. Cacciola                        /s/ M. Machler-Erne
----------------------------------            ----------------------------------

Name: Ronald M. Cacciola                      Name: M. Machler-Erne
     -----------------------------                 -----------------------------

Title: Member of the Executive Staff          Title: General Counsel
      ------------------------------                ----------------------------


III Institutional Investors International Corp.

/s/ Dieter Hug
-----------------------------------          -----------------------------------

Name: Dieter Hug                             Name:
     ------------------------------               ------------------------------

Title: Director                              Title:
      -----------------------------                -----------------------------


Rene Braginsky

/s/ Rene Braginsky
----------------------------------


Hans Kaiser

/s/ Hans Kaiser
----------------------------------


                                      -27-

<PAGE>



Meadowclean Limited



/s/ Antoine Vidts                         /s/ Pierre-Andre' Chapatte
---------------------------               -----------------------------

Name: Antoine Vidts                       Name: Pierre-Andre' Chapatte
     ----------------------                    ------------------------

Title:  Director                          Title: Director
      ---------------------                     -----------------------


                                      -28-

<PAGE>

                                  Schedule (D)

                       CENTERPULSE SHARES AND CALL OPTIONS
             ON CENTERPULSE SHARES OF INCENTIVE AT THE SIGNING DATE

As of the Signing Date, InCentive holds Centerpulse Shares and Centerpulse Share
Options as follows:

Mango Shares:

---------------------------------
  No. of Shares          %
---------------------------------
       1,554,577           13.140
---------------------------------

Call Options on Mango Shares:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
  Counter-party     No. of Options     Strike Price (CHF)      Expiry      No. of Mango Shares       %
-----------------------------------------------------------------------------------------------------------
<S>                         <C>                      <C>      <C>                      <C>          <C>
UBS                         200,000                  200.00   04/10/2003                 200,000      1.69
-----------------------------------------------------------------------------------------------------------
ABN                          80,000                  195.00   04/10/2003                  80,000      0.68
-----------------------------------------------------------------------------------------------------------
ABN                         160,000                  215.00   04/10/2003                 160,000      1.35
-----------------------------------------------------------------------------------------------------------
Credit Suisse               100,000                  220.00   04/10/2003                 100,000      0.85
-----------------------------------------------------------------------------------------------------------
LBF                          38,000                  240.00   05/15/2003                  38,000      0.32
-----------------------------------------------------------------------------------------------------------
ABN                         105,000                  230.00   05/21/2003                 105,000      0.89
-----------------------------------------------------------------------------------------------------------
Total                       683,000                                                      683,000      5.77
-----------------------------------------------------------------------------------------------------------
</TABLE>

Aggregate:

                  ------------------------------------
                     No.                 %
------------------------------------------------------
Shares:               1,554,577                13.140
------------------------------------------------------
Options:                683,000                 5.773
------------------------------------------------------
Total:                2,237,577                18.913
------------------------------------------------------

<PAGE>

                                  Schedule (E)

                    INCENTIVE SHARES HELD BY THE SHAREHOLDERS

As of the Signing Date, the Shareholders hold InCentive Shares as follows:

--------------------------------------------------------------------
Shareholder             No. of Impala Shares               %
--------------------------------------------------------------------
Z                                        536,000             24.963
--------------------------------------------------------------------
III                                      448,045             20.866
--------------------------------------------------------------------
RB                                       429,445             20.000
--------------------------------------------------------------------
HK                                       236,700             11.024
--------------------------------------------------------------------
Total                                  1,650,190             76.853
--------------------------------------------------------------------

<PAGE>

                                   Schedule 1

                                  DEFINED TERMS

The capitalised terms used in the Agreement shall have the meaning ascribed to
them in this Schedule 1.

     "2002 Financials" shall have the meaning set forth in Section 4(d).

     "Acquisition Transaction" shall have the meaning set forth in Section 3.5.

     "Accepting Shareholders" shall have the meaning set forth in Section
     2.2(c).

     "Adjusted NAV" shall have the meaning set forth in Section 2.2(a).

     "Aggregate Escrow Amount" shall have the meaning set forth in par. 3 of
     Schedule 6.1(b).

     "Aggregate Maximum Escrow Amount" shall have the meaning set forth in par.
     1 of Schedule 6.1(b).

     "Agreement" shall mean this agreement including all Schedules.

     "Available Shares" shall have the meaning set forth in Section 2.2(c).

     "Benefit Plans" shall have the meaning set forth in Section 4(i).

     "Business Day" shall mean a day on which SWX Swiss Exchange is open for
     normal trading.

     "Centerpulse Holding" shall have the meaning set forth in Section 2.2(a).

     "Centerpulse" shall have the meaning set forth in Recital (B).

     "Centerpulse Pre-Announcement" shall mean the pre-announcement in respect
     of the Centerpulse Tender Offer contained in Schedule 2.4(b).

     "Centerpulse Shares" shall have the meaning set forth in Recital (B).

<PAGE>

     "Centerpulse Tender Offer" shall have the meaning set forth in Recital (C).

     "CHF" shall mean Swiss Francs, being the lawful currency of Switzerland.

     "CO" shall mean the Swiss Code of Obligations (Obligationenrecht) of 30
     March 1911, as amended.

     "Competing Centerpulse Offer" shall have the meaning set forth in Section
     3.2.3.

     "Escrow Agent" shall mean BDO Visura, Fabrikstrasse 50, CH-8005 Zurich,
     Switzerland or any other suitable professional service provider located in
     Switzerland as agreed between the Parties.

     "Escrow Agreement" shall mean each of, and "Escrow Agreements" shall mean
     all of, the escrow agreements between Smith & Nephew, the Shareholders and
     the Escrow Agent signed on the Signing Date, as contained in Schedule 6.1.

     "Excess Shares" shall have the meaning set forth in Section 2.2(c).

     "GBP" shall mean British Pound Sterling, being the lawful currency of the
     United Kingdom.

     "HK" shall mean Mr. Hans Kaiser.

     "III" shall mean III Institutional Investors International Corp.

     "InCentive" shall have the meaning set forth in Recital (D).

     "InCentive Shares" shall have the meaning set forth in Recital (D).

     "Interim Financials" shall mean the interim financials which InCentive will
     establish per the end of Offer Period according to the Transaction
     Agreement.

     "Offer Documents" shall have the meaning set forth in Section 2.4(a).

                                      -2-

<PAGE>

     "Offer Period" shall mean the period during which the Public Tender Offer
     is open for acceptance by the InCentive shareholders according to article
     14 (3) and (4) TOO (Angebotsfrist), excluding, for the avoidance of doubts,
     the Statutory Extension Period (Nachfrist).

     "Offer Price" shall have the meaning set forth in Section 2.2.

     "Offer Prospectus" shall have the meaning set forth in Section 2.4(a)

     "Party" shall mean any of, and "Parties" shall mean all of, the parties
     listed on the cover sheet of this Agreement.

     "Pre-Announcement" shall have the meaning set forth in Section 2.1.2.

     "Public Tender Offer" shall have the meaning set forth in Section 2.1.

     "RB" shall mean Rene Braginsky.

     "Representatives" shall mean RB and HK in their capacity as members of the
     board of directors of InCentive.

     "Schedule" shall mean each schedule attached to this Agreement.

     "Section" shall mean a section of this Agreement.

     "SESTA" shall mean the Stock Exchange and Securities Trading Act
     (Bundesgesetz uber die Borsen und den Effektenhandel) of 24 March 1995, as
     amended.

     "SESTO-FBC" shall mean the Stock Exchange and Securities Trading Ordinance
     of the Federal Banking Commission (Borsenverordnung-EBK) of 25 June 1997,
     as amended.

     "Settlement Date" shall mean the day on which the Public Tender Offer is
     settled (vollzogen) for the first time.

     "Shareholder" shall mean any of, and "Shareholders" shall mean all of, RB,
     HK, Z and III.

                                      -3-

<PAGE>

     "Signing Date" shall mean the date of this Agreement.

     "Smith & Nephew plc" shall have the meaning set forth on the cover page of
     this Agreement.

     "Smith & Nephew Group plc" shall have the meaning set forth on the cover
     page of this Agreement.

     "Smith & Nephew" shall have the meaning set forth in Recital (C).

     "Smith & Nephew Shares" shall have the meaning set forth in Recital (C).

     "Statutory Extension Period" shall mean the additional acceptance period of
     10 Business Days following completion (Zustandekommen) of the Public Tender
     Offer according to article 14 (5) TOO (Nachfrist).

     "Transaction Agreement" shall mean the agreement of even date between Smith
     & Nephew and InCentive in respect of the Public Tender Offer.

     "Treasury Shares" shall have the meaning set forth in Section 2.2(a).

     "TOO" shall mean the Takeover Ordinance of the Takeover Commission
     (Verordnung der Ubernahmekommission uber offentliche Kaufangebote) of 21
     July 1997, as amended.

     "Z" shall mean Zurich Versicherungs-Gesellschaft.

                                      -4-

<PAGE>

                                 Schedule 2.1.2

                                PRE-ANNOUNCEMENT

                                  See attached.

<PAGE>

                                Schedule 2.2(d)

                        DETERMINATION OF THE ADJUSTED NAV

The Adjusted NAV shall be determined according to this Schedule:

1.   Except as otherwise set forth in this Schedule, the Adjusted NAV shall be
     determined and calculated by applying the methods and principles that were
     applied by InCentive in determining its net asset value prior to the
     Signing Date on a consistent basis.

2.   The Adjusted NAV shall be net of the impact of any distributions
     (Ausschuttungen), if any, per InCentive Share made by InCentive from the
     Signing Date until the Settlement Date.

3.   All and any transaction costs payable by InCentive in connection with the
     Agreement or the transactions contemplated by the Agreement shall be
     deducted from the Adjusted NAV.

4.   Treasury Shares shall not be taken into account in calculating the Adjusted
     NAV.

5.   For the avoidance of doubt, the value of Centerpulse Shares is excluded
     from the definition of the Adjusted NAV and is accordingly not included in
     the calculation of the Adjusted NAV.

6.   A liability of InCentive under section 6 of the Transaction Agreement shall
     be included as a liability in the determination of the Adjusted NAV.

<PAGE>

                                Schedule 2.4(b)

                          CENTERPULSE PRE-ANNOUNCEMENT

                                  See attached.

<PAGE>

                                 Schedule 4(d)

                                 2002 FINANCIALS


                                  See attached.

<PAGE>

                                 Schedule 6.1(a)

                                ESCROW AGREEMENTS


                                  See attached.

<PAGE>

                                                                    CONFIDENTIAL
                                                                     L & S Draft
                                                                15 March 2003-FF

                                ESCROW AGREEMENT


                                 dated [.] 2003

                                     between

[RB/HK/Z/III]
[Address]                                                            ("Seller")

                                       and

Smith & Nephew plc.
[Address]                                                    ("Smith & Nephew")

                                       and

[BDO Visura]
[Fabrikstrasse 50,
CH-8005 Zurich, Switzerland]                                   ("Escrow Agent")




                                    Regarding


                                  A Cash Escrow

<PAGE>

WHEREAS:

(A)      The Seller and the other principal shareholders of InCentive Capital AG
         (the "Shareholders") and Smith & Nephew (the Seller and Smith & Nephew
         collectively the "Transaction Parties") entered into a Tender Agreement
         dated [o] March 2003 regarding a public tender offer for all shares of
         InCentive Capital AG attached as Annex (A) (the "Tender Agreement").

(B)      The Shareholders and Smith & Nephew agreed in the Tender Agreement to
         enter into escrow agreements between each Shareholder and Smith &
         Nephew, and that Smith & Nephew shall deliver part of the consideration
         due to each Shareholder under the Tender Agreement into escrow as
         security for claims of Smith & Nephew for misrepresentation or breach
         of warranties by the Shareholders under the Tender Agreement.

(C)      The Transaction Parties wish to appoint the Escrow Agent as escrow
         agent, and the Escrow Agent is willing to accept such mandate.

NOW, THEREFORE, the parties hereto (each a "Party", collectively the "Parties")
agree as follows:

1.       CAPITALISED TERMS

         Unless otherwise defined in this escrow agreement (together with all
         Annexes attached hereto, the "Agreement"), the capitalised terms used
         herein shall have the same meaning as in the Tender Agreement.

2.       ESCROW ACCOUNT AND ESCROW FUNDS

2.1.     Escrow Account

         The Escrow Agent has opened in his name with [Swiss Bank, address,
         Swift Code] a bank account no. [.] (the "Escrow Account").

                                      -2-

<PAGE>

2.2.     Escrow Funds

         According to section 6.1 of the Tender Agreement, Smith & Nephew shall
         wire transfer with value of the Settlement Date an amount of CHF [.]
         (the "Escrow Funds") to the Escrow Account.

2.3.     Management of Escrow Funds

2.3.1.   The Escrow Agent shall not use or manage the Escrow Funds in any way
         other than set forth in this Agreement.

2.3.2.   The Escrow Agent shall manage the Escrow Funds according to the joint
         written instructions of the Transaction Parties. Failing such joint
         written instructions, the Escrow Funds shall be deposited in
         withholding tax-free fiduciary deposits with banks of international
         repute outside of Switzerland for fixed term periods of three months
         each.

2.3.3.   The Escrow Agent shall keep the Transaction Parties informed about the
         Escrow Accounts and the investments made on a regular basis by
         providing to them the bank statements per the end of each calendar
         month, or upon specific request by any of the Transaction Parties.

3.       RELEASE OF THE ESCROW FUNDS

         The Escrow Agent shall, and shall have the right and is hereby jointly
         instructed by the Transaction Parties to, release the Escrow Funds
         exclusively in accordance with this Section 3.

3.1.     Joint Written Instructions of the Transaction Parties

         The Escrow Agent shall release the Escrow Funds or part of it according
         to the joint written instructions of the Transaction Parties, provided
         that the Escrow Agent shall have received originals of such
         instructions.

                                      -3-

<PAGE>

3.2.     First Release Date

3.2.1.   To the extent not previously released according to Section 3.1 and to
         be retained according to Section 3.2.2, the Escrow Agent shall transfer
         the Escrow Funds to a bank account as notified by the Seller in advance
         with value of the first Business Day after the expiry of a period of 36
         months from the Settlement Date (the "First Release Date").

3.2.2.   The Escrow Agent shall retain and not transfer to the Seller the Escrow
         Funds to the extent that the Escrow Agent has been notified by Smith &
         Nephew in writing at least five Business Days prior to the First
         Release Date that Smith & Nephew has notified the Shareholders of a
         claim for misrepresentation or breach of warranty under the Tender
         Agreement and that such claim is still pending.

3.3.     Second Release Date

3.3.1.   To the extent not previously released according to Sections 3.1 or 3.2
         and to be retained according to Section 3.3.2, the Escrow Agent shall
         transfer the Escrow Funds to bank and securities accounts as notified
         by the Seller in advance with value of the first Business Day after the
         expiry of a period of 60 Business Days from the First Release Date (the
         "Second Release Date").

3.3.2.   The Escrow Agent shall retain and not transfer to the Seller the Escrow
         Funds to the extent that the Escrow Agent has been notified by Smith &
         Nephew in writing at least five Business Days prior to the Second
         Release Date that Smith & Nephew has commenced arbitration under
         section 0 of the Tender Agreement for the determination of claims of
         Smith & Nephew for misrepresentation or breach of warranty by the
         Shareholders under the Tender Agreement.

3.4.     According to Arbitral Award

         To the extent not previously released according to Sections 3.1, 3.2 or
         3.3, the Escrow Agent shall release the Escrow Funds in accordance with
         a final and binding arbitral award rendered under section 0 of the
         Tender Agreement.

                                      -4-

<PAGE>

4.       FURTHER OBLIGATIONS OF THE ESCROW AGENT

         The Escrow Agent will issue such confirmations and certifications as
         the Transaction Parties may together request the Escrow Agent to issue.
         The Escrow Agent shall grant the Parties access to the Escrow Accounts,
         subject to common instructions by the Transaction Parties in writing.
         The Escrow Agent shall not be entitled to exercise any shareholders'
         rights in respect of the Escrow Shares.

5.       FEES

         During the term of this Agreement, the Transaction Parties shall pay to
         the Escrow Agent an annual fee of CHF [.] as compensation for all his
         routine and ordinary duties and obligations under this Agreement. In
         the event that the Escrow Agent has to become active, the Escrow Agent
         shall be compensated on a time spent plus expenses basis, applying
         standard hourly rates. The Transaction Parties shall be jointly liable
         to pay the resulting costs, unless otherwise decided in a final court
         decision.

6.       LIABILITY OF THE ESCROW AGENT; INDEMNITY

6.1.     The Transaction Parties hereby release the Escrow Agent from any and
         all liabilities, except for willful misconduct or gross negligence on
         the part of the Escrow Agent, for any acts which the Escrow Agent shall
         perform in good faith.

6.2.     The Transaction Parties shall indemnify the Escrow Agent for any
         reasonable commitments, responsibilities, costs and expenses which
         result from the lawful exercise of this mandate and they shall advance
         to the Escrow Agent, at the Escrow Agent's first written request, such
         reasonable cash amounts as are necessary to cover such commitments,
         responsibilities, costs and expenses. Unless such advance is received
         by the Escrow Agent, the Escrow Agent shall not incur such additional
         commitments, responsibilities, costs and expenses.

                                      -5-

<PAGE>

7.       TERM OF AGREEMENT

7.1.     This Agreement shall remain in force and effect until, and shall
         without further notice terminate on, the day of which the Escrow Funds
         has been released in full in accordance with Section 3 (the "Term").
         The provisions of Section 6 and Section 8 shall survive the Term and
         shall remain in force and effect for an indefinite period of time
         following the Term.

7.2.     The Escrow Agent acknowledges that he is entitled to terminate this
         Agreement prior to the Term only under exceptional circumstances in
         accordance with article 476 (1) CO, and that article 404 CO shall not
         apply.

7.3.     In the event that the Escrow Agent is entitled to and terminates this
         Agreement voluntarily or involuntarily prior to the Term, the
         Transaction Parties shall forthwith jointly appoint a successor to act
         as escrow agent (the "Successor"), and the Escrow Agent shall,
         forthwith upon notification by the Transaction Parties of name and
         other details of the Successor, do all such things as are necessary to
         effectively transfer the Escrow Accounts and the Escrow Funds to the
         Successor.

8.       MISCELLANEOUS

8.1.     Entire Agreement; Modifications

         This Agreement constitutes the entire agreement of the Parties
         concerning the object of this Agreement and supersedes all previous
         agreements or arrangements, negotiations, correspondence, undertakings
         and communications, oral or in writing. This Agreement including this
         Section shall be modified only by an agreement in writing executed by
         the Parties which shall explicitly refer to this Section.

8.2.     No Waiver

         The failure of any of the Parties to enforce any of the provisions of
         this Agreement or any rights with respect hereto shall in no way be
         considered as a waiver

                                      -6-

<PAGE>

         of such provisions or rights or in any way affect the validity of this
         Agreement. The waiver of any breach of this Agreement by any Party
         shall not operate to be construed as a waiver of any other prior or
         subsequent breach.

8.3.     Severability

         If any provision of this Agreement is held to be invalid or
         unenforceable for any reason, such provision shall, if possible, be
         adjusted rather than voided, in order to achieve a result which
         corresponds to the fullest possible extent to the intention of the
         Parties. The nullity or adjustment of any provision of this Agreement
         shall not affect the validity and enforceability of any other provision
         of this Agreement, unless this appears to be unreasonable for either of
         the Parties.

8.4.     Notices

         Any notice, request or instruction to be made under or in connection
         with this Agreement to the Seller shall be made to InCentive Asset
         Management AG who shall act as notification agent for the Seller under
         this Agreement. Any notice, request or instruction to be made under
         this Agreement shall be made in writing and be delivered by registered
         mail or courier or by facsimile (to be confirmed in writing delivered
         by registered mail or courier) to the following addresses (or such
         other addresses as may from time to time have been notified according
         to this Section 9.4):

         (a)  If to Smith & Nephew: Smith & Nephew plc.
                             Attn. of [.]
                             [Address]
                             London [zip code]
                             United Kingdom
                             Facsimile: [.]

                             with copies to:

                             [.]

                                      -7-

<PAGE>

         (b)  If to the

              Seller:        InCentive Asset Management AG
                             [Address]
                             [Zip code, Town]
                             Switzerland
                             Facsimile: [.]

                             with copies to:

                             Lombard Odier Darier Hentsch & Cie
                             Zurich Branch
                             Attn. of Mr. Romeo Cerutti
                             Sihlstrasse 20
                             CH-8021 Zurich
                             Switzerland
                             Facsimile: +41 1 214 13 39

                             Lenz & Staehelin
                             Attn. of Mr. Rudolf Tschani
                             Bleicherweg 58
                             CH-8027 Zurich
                             Switzerland
                             Facsimile: +41 1 204 12 00

         (c)  If to the

              Escrow Agent:  [BDO Visura]
                             Attn. of [.]
                             [Fabrikstrasse 50]
                             [CH-8005 Zurich]
                             Switzerland

                             Facsimile: [+41 1 444 35 35]

         Any notice, request or instruction made under or in connection with
         this Agreement shall be deemed to have been delivered on the Business
         Day on which it has been dispatched or the fax confirmation been
         received by the Party making such notice, request or instruction.

                                      -8-

<PAGE>

8.5.     Confidentiality

         Without the prior written consent of all of the Parties, each Party
         shall not disclose to any third party and keep in strict confidence
         this Agreement and its contents, unless any such disclosure is required
         under applicable laws or stock exchange regulations or ordered by any
         competent judicial or regulatory authority or by any competent stock
         exchange (in which case the Parties shall, to the extent permissible,
         consult with each other prior to any such disclosure).

8.6.     Assignment

         None of the Parties shall assign this Agreement or any rights or
         obligations under this Agreement to any third party without the prior
         written consent of all of the other Parties.

8.7.     Cost and Expenses

         Subject to Section 6, each Party shall bear its own cost and expenses
         incurred by it under this Agreement.

9.       APPLICABLE LAW AND DISPUTE RESOLUTION

9.1.     This Agreement is subject to and governed by Swiss substantive law.

9.2.     Any disputes arising out of or in connection with this Agreement,
         including disputes regarding its conclusion, binding effect, amendment
         and termination, shall be finally resolved to the exclusion of the
         ordinary courts by a three-person arbitral tribunal in accordance with
         the International Arbitration Rules of the Zurich Chamber of Commerce.
         The arbitration shall be conducted in English and the place of
         arbitration shall be Zurich.

                                      -9-

<PAGE>

In witness whereof, the Parties have executed this Agreement on the date first
above written.


Smith & Nephew plc.

_____________________________        ________________________________

Name:  ______________________        Name:  _________________________

Title: ______________________        Title: _________________________



The Seller:

_____________________________


[BDO Visura]:

_____________________________        ________________________________

Name:  ______________________        Name:  _________________________

Title: ______________________        Title: _________________________

                                      -10-

<PAGE>

                                Schedule 6.1(b)

                       DETERMINATION OF THE ESCROW AMOUNT
                       AND ALLOCATION TO THE SHAREHOLDERS

The escrow amounts payable to the escrow accounts under the Escrow Agreements
shall be determined as follows:

1.       The maximum escrow amount, aggregated for all Shareholders, shall be
         CHF 34,000,000 (the "Aggregate Maximum Escrow Amount").

2.       The Aggregate Maximum Escrow Amount shall be reduced to the extent that
         (a) InCentive or the Shareholders reasonably satisfactorily demonstrate
         to Smith & Nephew prior to the expiry of the Offer Period that the
         following identified risk items have been eliminated, be it by
         disposing of the respective interest or subsidiary or by settlement
         agreement or otherwise, or that (b) the following identified risk items
         have been provisioned or reserved in calculating the Adjusted NAV:

         (i)   BioInCentive Portfolio Manager claim of CHF 3,000,000;

         (ii)  Restek loan commitment of CHF 3,000,000;

         (iii) AIC software loan commitment of CHF 3,000,000;

         it being InCentive's expectation that it will be able to eliminate all
         of the above identified risk items prior to the expiry of the Offer
         Period.

3.       The result of the operation set forth in par. 2 of this Schedule 6.1(b)
         shall be the "Aggregate Escrow Amount".

4.       The Aggregate Maximum Escrow Amount shall be increased to the extent
         that InCentive's NAV at the end of the Offer Period includes
         receivables in excess of CHF 1,000,000.

<PAGE>

5.       The Aggregate Escrow Amount shall be paid to the escrow accounts under
         the Escrow Agreements in the following proportions:

         (a)    To the extent that the risk items in par. 2 of this Schedule
                have been fully eliminated:

                --------------------------------------------------------------
                Z                      25%           CHF 6,250,000
                --------------------------------------------------------------
                III                    20.9%         CHF 5,225,000
                --------------------------------------------------------------
                RB                     34.9%         CHF 8,725,000
                --------------------------------------------------------------
                HK                     19.2%         CHF 4,800,000
                --------------------------------------------------------------


         (b)    To the extent that the risk items in par. 2 of this Schedule
                have not been fully eliminated, additional amounts shall be paid
                into the escrow accounts as follows:

                ---------------------------------------
                III                      21%
                ---------------------------------------
                RB                       50%
                ---------------------------------------
                HK                       29%
                ---------------------------------------

                                      -2-