Exhibit 2.22
     FRESENIUS MEDICAL CARE US
    FINANCE, INC.
    as Issuer
  U.S. BANK NATIONAL ASSOCIATION
    as Trustee
  FRESENIUS MEDICAL CARE
    AG & Co. KGaA,
    FRESENIUS MEDICAL CARE HOLDINGS, INC. and
    FRESENIUS MEDICAL CARE DEUTSCHLAND GmbH
    as Guarantors
  INDENTURE
  DATED AS OF FEBRUARY 3, 2011
  with respect to the issuance of
  5.75% SENIOR NOTES DUE 2021




---



##### 



TABLE OF
    CONTENTS
  PageARTICLE IDEFINITIONS AND INCORPORATION BY REFERENCESECTION 1.1


Definitions


1SECTION 1.2


Rules of Construction


20SECTION 1.3


Incorporation by Reference of Trust Indenture Act


20ARTICLE IITHE NOTESSECTION 2.1


Form and Dating


21SECTION 2.2


Execution and Authentication


22SECTION 2.3


Registrar and Paying Agent


23SECTION 2.4


Paying Agent To Hold Assets in Trust


24SECTION 2.5


List of Holders


24SECTION 2.6


Book-Entry Provisions for Global Notes


24SECTION 2.7


Registration of Transfer and Exchange


25SECTION 2.8


Replacement Notes


30SECTION 2.9


Outstanding Notes


30SECTION 2.10


Treasury Notes


31SECTION 2.11


Temporary Notes


31SECTION 2.12


Cancellation


31SECTION 2.13


Defaulted Interest


32SECTION 2.14


CUSIP Numbers


32SECTION 2.15


Deposit of Moneys


32SECTION 2.16


Certain Matters Relating to Global Notes


32SECTION 2.17


Record Date


33ARTICLE IIIREDEMPTIONSECTION 3.1


Optional Redemption


33SECTION 3.2


Notices to Trustee


33SECTION 3.3


Selection of Notes To Be Redeemed


33SECTION 3.4


Notice of Redemption


34SECTION 3.5


Effect of Notice of Redemption


35SECTION 3.6


Deposit of Redemption Price


35SECTION 3.7


Notes Redeemed in Part


36SECTION 3.8


Special Tax Redemption


36 -i-




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##### 



PageARTICLE IVCOVENANTSSECTION 4.1


Payment of Notes


37SECTION 4.2


Maintenance of Office or Agency


37SECTION 4.3


Limitation on Incurrence of Indebtedness


37SECTION 4.4


Limitation on Liens


39SECTION 4.5


Ownership of the Issuer


40SECTION 4.6


Existence


40SECTION 4.7


Maintenance of Properties


40SECTION 4.8


Payment of Taxes and Other Claims


40SECTION 4.9


Maintenance of Insurance


41SECTION 4.10


Reports


41SECTION 4.11


Change of Control


42SECTION 4.12


Additional Amounts


44SECTION 4.13


Compliance Certificate; Notice of Default


45SECTION 4.14


Limitation on Sale and Leaseback Transactions


45ARTICLE VSUCCESSOR ISSUER OR GUARANTORSECTION 5.1


Limitation on Mergers and Sales of Assets


46SECTION 5.2


Successor Entity Substituted


46SECTION 5.3


Substitution of the Issuer


47ARTICLE VIDEFAULT AND REMEDIESSECTION 6.1


Events of Default


47SECTION 6.2


Acceleration


49SECTION 6.3


Other Remedies


49SECTION 6.4


The Trustee May Enforce Claims Without Possession of Notes


49SECTION 6.5


Rights and Remedies Cumulative


49SECTION 6.6


Delay or Omission Not Waiver


50SECTION 6.7


Waiver of Past Defaults


50SECTION 6.8


Control by Majority


50SECTION 6.9


Limitation on Suits


50SECTION 6.10


Rights of Holders To Receive Payment


51SECTION 6.11


Collection Suit by Trustee


51SECTION 6.12


Trustee May File Proofs of Claim


51SECTION 6.13


Priorities


52SECTION 6.14


Restoration of Rights and Remedies


52SECTION 6.15


Undertaking for Costs


52SECTION 6.16


Notices of Default


52 -ii-




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##### 



PageARTICLE VIITRUSTEESECTION 7.1


Duties of Trustee


53SECTION 7.2


Rights of Trustee


54SECTION 7.3


Individual Rights of Trustee


55SECTION 7.4


Trustees Disclaimer


55SECTION 7.5


Notice of Default


55SECTION 7.6


Reports by Trustee to Holders of the Notes


55SECTION 7.7


Compensation and Indemnity


56SECTION 7.8


Replacement of Trustee


57SECTION 7.9


Successor Trustee by Merger, Etc


58SECTION 7.10


Eligibility; Disqualification


58SECTION 7.11


Preferential Collection of Claims Against the Company


58ARTICLE VIIISATISFACTION AND DISCHARGE OF INDENTURESECTION 8.1


Option To Effect Legal Defeasance or Covenant Defeasance


59SECTION 8.2


Legal Defeasance and Discharge


59SECTION 8.3


Covenant Defeasance


59SECTION 8.4


Conditions to Legal or Covenant Defeasance


60SECTION 8.5


Satisfaction and Discharge of Indenture


61SECTION 8.6


Survival of Certain Obligations


61SECTION 8.7


Acknowledgment of Discharge by Trustee


62SECTION 8.8


Application of Trust Moneys


62SECTION 8.9


Repayment to the Issuer; Unclaimed Money


62SECTION 8.10


Reinstatement


63ARTICLE IXAMENDMENTS, SUPPLEMENTS AND WAIVERSSECTION 9.1


Without Consent of Holders of Notes


63SECTION 9.2


With Consent of Holders of Notes


64SECTION 9.3


Notice of Amendment, Supplement or Waiver


65SECTION 9.4


Revocation and Effect of Consents


65SECTION 9.5


Notation on or Exchange of Notes


65SECTION 9.6


Trustee To Sign Amendments, Etc


65ARTICLE XNOTE GUARANTEESECTION 10.1


Note Guarantee


66 -iii-




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##### 



PageSECTION 10.2


Execution and Delivery of Note Guarantees


69SECTION 10.3


Guarantors May Consolidate, Etc., on Certain Terms


70SECTION 10.4


Release of Guarantors


70ARTICLE XIMISCELLANEOUSSECTION 11.1


Notices


70SECTION 11.2


Certificate and Opinion as to Conditions Precedent


72SECTION 11.3


Statements Required in Certificate or Opinion


73SECTION 11.4


Rules by Trustee, Paying Agent, Registrar


73SECTION 11.5


Legal Holidays


73SECTION 11.6


Governing Law


73SECTION 11.7


Submission to Jurisdiction


74SECTION 11.8


No Personal Liability of Directors, Officers, Employees andStockholders


74SECTION 11.9


Successors


75SECTION 11.10


Counterpart Originals


75SECTION 11.11


Severability


75SECTION 11.12


Table of Contents, Headings, Etc


75SECTION 11.13


Trust Indenture Act Controls


75SECTION 11.14


Currency IndemnitySECTION 11.15


Information


76   -iv-




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##### 



EXHIBITSExhibit A

-

Form of Initial Global NoteExhibit B

-

Form of Initial Definitive NoteExhibit C

-

Form of Note GuaranteeExhibit D

-

Form of Transfer Certificate for Transfer from Rule 144A
    Global Note to Regulation S Global NoteExhibit E

-

Form of Transfer Certificate for Transfer from Regulation S
    Global Note to Rule 144A Global Note    -v-




---



##### 



ARTICLE I
   DEFINITIONS AND INCORPORATION
    BY REFERENCE
  Definitions




---



##### 



-2-




---



##### 



Insolvenzordnung
     -3-




---



##### 



Rules 13d-3 13d-5
 -4-




---



##### 



Rules 13d-3 13d-5
            provided however
     -5-




---



##### 



provided
   -6-




---



##### 



Exhibit B
     -7-




---



##### 



provided however
               -8-




---



##### 



Kommanditgesellschaft
    auf Aktien
  persönlich haftender
    Gesellschafter
  Exhibit A
    take-or-pay
    provided however
       -9-




---



##### 



provided however
               -10-




---



##### 



provided
  provided
        provided however
 -11-




---



##### 



Kommanditgesellschaft auf Aktien
                         -12-




---



##### 



provided
 -13-




---



##### 



provided
      provided however
  provided however provided further however
      provided
   -14-




---



##### 



-15-




---



##### 



e.g
                   -16-




---



##### 



provided however
      provided further however
                 -17-




---



##### 



Regulation S-X
           -18-




---



##### 



77aaa-77bbbb) provided however
       -19-




---



##### 



Rules of
    Construction
              Incorporation
    by Reference of Trust Indenture Act
 -20-




---



##### 



ARTICLE II
  THE
    NOTES
  Form and
    Dating Exhibit A Exhibit B
  Exhibits A B
       -21-




---



##### 



Exhibit A
  Exhibit A
  Execution and
    Authentication
     -22-




---



##### 



Registrar and
    Paying Agent
 -23-




---



##### 



Paying Agent To
    Hold Assets in Trust
  List of
    Holders
  Book-Entry
    Provisions for Global Notes
   -24-




---



##### 



Registration of
    Transfer and Exchange
 -25-




---



##### 



-26-




---



##### 



-27-




---



##### 



-28-




---



##### 



-29-




---



##### 



Rule 12g3-2(b)
  Replacement
    Notes
  Outstanding
    Notes
  bona fide
 -30-




---



##### 



Treasury
    Notes
    Temporary
    Notes
  Cancellation
 -31-




---



##### 



Defaulted
    Interest provided however
  CUSIP
    Numbers provided
  Deposit of
    Moneys
  Certain
    Matters Relating to Global Notes
 -32-




---



##### 



Record
    Date
  ARTICLE III
  REDEMPTION
  Optional
    Redemption
  360-day 30-day
      Notices to
    Trustee
  Selection of
    Notes To Be Redeemed and/or pro rata
 -33-




---



##### 



Notice of
    Redemption Luxemburger Wort provided however
             -34-




---



##### 



Effect of
    Notice of Redemption
  Deposit of
    Redemption Price
 -35-




---



##### 



Notes Redeemed
    in Part provided however provided however
  Special Tax
    Redemption
     -36-




---



##### 



provided provided further
    ARTICLE IV
  COVENANTS
  Payment of
    Notes
    360-day 30-day
  Maintenance of
    Office or Agency
  Limitation on
    Incurrence of Indebtedness
 -37-




---



##### 



provided however,
            provided however
       -38-




---



##### 



provided
  provided
      Limitation on
    Liens
 -39-




---



##### 



Ownership of
    the Issuer provided
    Existence provided however
  Maintenance of
    Properties provided however
  Payment of
    Taxes and Other Claims provided,
 -40-




---



##### 



however,
  Maintenance of
    Insurance
  Reports
    Form 20-F
   -41-




---



##### 



Rule 12g3-2(b),
      Change of
    Control
           -42-




---



##### 



-43-




---



##### 



Additional
    Amounts
       -44-




---



##### 



mutatis mutandis
    Compliance
    Certificate; Notice of Default
  Limitation on
    Sale and Leaseback Transactions
       -45-




---



##### 



ARTICLE V
  SUCCESSOR
    ISSUER OR GUARANTOR
  Limitation on
    Mergers and Sales of Assets
          Successor
    Entity Substituted
 -46-




---



##### 



Substitution of
    the Issuer
  ARTICLE VI
  DEFAULT
    AND REMEDIES
  Events of
    Default
   -47-




---



##### 



Sections 17-19 Insolvenzordnung Antrag auf Eröffnung eines
    Insolvenzverfahrens Geschäftsführer Eröffnung des
    Insolvenzverfahrens
   -48-




---



##### 



Acceleration
  Other
    Remedies
  The Trustee May
    Enforce Claims Without Possession of Notes
  Rights and
    Remedies Cumulative
 -49-




---



##### 



Delay or
    Omission Not Waiver
  Waiver of Past
    Defaults
  Control by
    Majority provided however
  Limitation on
    Suits
     -50-




---



##### 



60-day
  Rights of
    Holders To Receive Payment
  Collection
    Suit by Trustee
  Trustee May
    File Proofs of Claim
 -51-




---



##### 



Priorities
  First:
  Second:
  Third:
  provided
  Restoration of
    Rights and Remedies
  Undertaking
    for Costs
  Notices of
    Default
 -52-




---



##### 



ARTICLE VII
  TRUSTEE
  Duties of
    Trustee
                 -53-




---



##### 



Rights of
    Trustee
        provided however
   -54-




---



##### 



Individual
    Rights of Trustee
  Trustees
    Disclaimer
  Notice of
    Default
  Reports by
    Trustee to Holders of the Notes
   -55-




---



##### 



Compensation
    and Indemnity
         -56-




---



##### 



Replacement of
    Trustee
           -57-




---



##### 



Successor
    Trustee by Merger, Etc
  Eligibility;
    Disqualification
  provided
  Preferential
    Collection of Claims Against the Company
 -58-




---



##### 



ARTICLE VIII
  SATISFACTION
    AND DISCHARGE OF INDENTURE
  Option To
    Effect Legal Defeasance or Covenant Defeasance
  Legal
    Defeasance and Discharge
    Covenant
    Defeasance
 -59-




---



##### 



Conditions to
    Legal or Covenant Defeasance
             -60-




---



##### 



Satisfaction
    and Discharge of Indenture
  Survival of
    Certain Obligations
 -61-




---



##### 



Acknowledgment
    of Discharge by Trustee
  Application of
    Trust Moneys
    Repayment to
    the Issuer; Unclaimed Money
  provided however The
    Wall Street Journal Luxemburger Wort
 -62-




---



##### 



Luxemburger Wort)
    Reinstatement provided however
  ARTICLE IX
  AMENDMENTS,
    SUPPLEMENTS AND WAIVERS
  Without Consent
    of Holders of Notes
      provided
     -63-




---



##### 



With Consent of
    Holders of Notes
               -64-




---



##### 



Notice of
    Amendment, Supplement or Waiver
  Revocation and
    Effect of Consents
    Notation on or
    Exchange of Notes
    Trustee To Sign
    Amendments, Etc provided however
 -65-




---



##### 



ARTICLE X
  NOTE GUARANTEE
  Note
    Guarantee
     -66-




---



##### 



-67-




---



##### 



Reinvermögen Handelsgesetzbuch Stammkapital Kapitalerhöhung aus
    Gesellschaftsmitteln Buchwert nicht betriebsnotwendiges Vermögen
    Darlegungs- und
    Beweislast
 -68-




---



##### 



zahlungsunfähig
  vollwertiger Gegenleistungs- oder
    Rückgewähranspruch
  Execution
    and Delivery of Note Guarantees Exhibit C Exhibit C
       -69-




---



##### 



Guarantors May
    Consolidate, Etc., on Certain Terms
  Release of
    Guarantors
      ARTICLE XI
  MISCELLANEOUS
  Notices
    
 -70-




---



##### 



Facsimile: 011-49-6172-609-2280
    02451-1457  699-9713
    02451-1457  699-9713
    Facsimile: 011-49-6172-609-2422
    Telecopier: 860-241-6897  Telephone: 860-241-6817
     -71-




---



##### 



Luxemburger Wort)
  Certificate
    and Opinion as to Conditions Precedent
       -72-




---



##### 



Statements
    Required in Certificate or Opinion
          Rules by
    Trustee, Paying Agent, Registrar
  Legal
    Holidays
  Governing
    Law
 -73-




---



##### 



Submission to
    Jurisdiction
      No
    Personal Liability of Directors, Officers, Employees and
    Stockholders
 -74-




---



##### 



Successors
  Counterpart
    Originals
  Severability
  Table of
    Contents, Headings, Etc
  Trust Indenture
    Act Controls Currency Indemnity. winding-up
   -75-




---



##### 



Information
 -76-




---



##### 



FRESENIUS MEDICAL CARE US
    FINANCE,
    INC.
  By:
    /s/  Mark
    Fawcett  Name:     Mark
    Fawcett
 Title:
    Vice President and Treasurer  FRESENIUS MEDICAL CARE
    AG & CO. KGaA,
 a partnership limited by shares,
    represented by
 FRESENIUS MEDICAL CARE MANAGEMENT
 AG, its general partner
  By:
    /s/  Michael
    Brosnan  Name:     Michael
    Brosnan
 Title:
    Member of Management Board  By:
    /s/  Kent
    Wanzek  Name:     Kent
    Wanzek
 Title:
    Member of Management Board  FRESENIUS MEDICAL CARE DEUTSCHLAND
    GmbH
  By:
    /s/  Alexandra
    Dambeck  Name:     Alexandra
    Dambeck
 Title:
    Managing Director  By:
    /s/  Eberhard
    Sieger  Name:     Eberhard
    Sieger
 Title:
    Managing Director  FRESENIUS MEDICAL CARE HOLDINGS,
    INC.
  By:
    /s/  Mark
    Fawcett  Name:     Mark
    Fawcett
 Title:
    Vice President &
    Assistant Treasurer -77-




---



##### 



U.S. BANK NATIONAL ASSOCIATION,
    as Trustee
  By:
    /s/  Elizabeth
    C. Hammer  Name:     Elizabeth
    C. Hammer
 Title:
    Vice President -78-




---



##### 



EXHIBIT A
    TO THE INDENTURE
  [FORM OF
    FACE OF GLOBAL NOTE]
  [Global Note
    Legend]
    [Private
    Placement Legend]
   A-1




---



##### 



FRESENIUS
    MEDICAL CARE US FINANCE, INC.
  5.75% Senior
    Note due 2021
  CUSIP
    No.:
  
          A-2




---



##### 



FRESENIUS MEDICAL CARE US FINANCE,
    INC.
  By:  Name:
 Title:
  Trustees
    Certificate of Authentication
        By:  Name:
 Title:
 A-3




---



##### 



[FORM OF
    REVERSE]
  FRESENIUS
    MEDICAL CARE US FINANCE, INC.
  5.75% Senior
    Note due 2021
   Interest 360-day 30-day
    Additional
    Amounts
 A-4




---



##### 



provided however Form W-8 W-9 provided, however
     A-5




---



##### 



Method of
    Payment
  Paying Agent and
    Registrar The
    Wall Street Journal Luxemburger Wort
  Indenture provided
 A-6




---



##### 



Ranking
  
    rank pari passuin right of payment with all other
    Indebtedness of the Issuer and the Guarantors, as applicable,
    that is not by its terms expressly subordinated to other
    Indebtedness of the Issuer and the Guarantors, as applicable;
    rank senior in right of payment to all Indebtedness of the
    Issuer and the Guarantors, as applicable, that is, by its terms,
    expressly subordinated to the senior Indebtedness of the Issuer
    and the Guarantors, as applicable;
    be effectively subordinated to the Secured Indebtedness of the
    Issuer and the Guarantors, as applicable, to the extent of the
    value of the collateral securing such Indebtedness, and to the
    Indebtedness of the Subsidiaries that are not Guarantors of the
    Notes; and
    in the case of the Note Guarantee of Fresenius Medical Care
    Deutschland GmbH, be effectively subordinated to the claims of
    such Guarantors third-party creditors as a result of
    limitations applicable to the Note Guarantee as set forth in
    Section 10.1(c) of the Indenture.  Note Guarantee
  Optional
    Redemption
  360-day 30-day
     A-7




---



##### 



Special Tax
    Redemption
      provided provided further
    Notice of
    Redemption The Wall Street
    Journal Luxemburger Wort
 A-8




---



##### 



Change of
    Control
  Denominations;
    Form
  Persons Deemed
    Owners
  Unclaimed Funds
  Legal Defeasance and
    Covenant Defeasance
  Amendment; Supplement;
    Waiver
 A-9




---



##### 



Restrictive
    Covenants
  Successors
  Defaults and
    Remedies
  Trustee Dealings with
    Issuer
  No Recourse Against
    Others
  Authentication
  Abbreviations and Defined
    Terms
 A-10




---



##### 



CUSIP Numbers
  Governing Law
 A-11




---



##### 



SCHEDULE A
  SCHEDULE OF
    PRINCIPAL AMOUNT
    Total Principal

NotationAmount

Made byDate of

Decrease in

Increase in

Following Such

or onDecrease/

Principal

Principal

Decrease/

Behalf ofIncrease

Amount

Amount

Increase

Trustee  A-12




---



##### 



OPTION OF
    HOLDER TO ELECT PURCHASE
     o
  
  Date:
  Your
    Signature:
 (Sign exactly as your name appears
    on the other side of this Note)
  Signature
    Guarantee:
 Participant in a recognized
    Signature Guarantee Medallion Program
    (or other signature guarantor program reasonably acceptable to
    the Trustee)
 A-13




---



##### 



EXHIBIT B
    TO THE INDENTURE
  [FORM OF
    FACE OF DEFINITIVE NOTE]
    [Private
    Placement Legend]
    B-1




---



##### 



FRESENIUS
    MEDICAL CARE US FINANCE, INC.
  5.75% Senior
    Note due 2021
  CUSIP
    No.:
  
   
       B-2




---



##### 



FRESENIUS MEDICAL CARE US FINANCE,
    INC.
  By:  Name:
 Title:
   Trustees
    Certificate of Authentication
        By:  Name:
 Title:
 B-3




---



##### 



[FORM OF
    REVERSE]
  FRESENIUS
    MEDICAL CARE US FINANCE, INC.
  5.75% Senior
    Note due 2021
  Interest 360-day 30-day
    Additional
    Amounts
 B-4




---



##### 



provided however Form W-8 W-9 provided, however
     B-5




---



##### 



Method of
    Payment
  Paying Agent and
    Registrar The
    Wall Street Journal Luxemburger Wort
  Indenture provided
 B-6




---



##### 



Ranking
  
    rank pari passuin right of payment with all other
    Indebtedness of the Issuer and the Guarantors, as applicable,
    that is not by its terms expressly subordinated to other
    Indebtedness of the Issuer and the Guarantors, as applicable;
    rank senior in right of payment to all Indebtedness of the
    Issuer and the Guarantors, as applicable, that is, by its terms,
    expressly subordinated to the senior Indebtedness of the Issuer
    and the Guarantors, as applicable;
    be effectively subordinated to the Secured Indebtedness of the
    Issuer and the Guarantors, as applicable, to the extent of the
    value of the collateral securing such Indebtedness, and to the
    Indebtedness of the Subsidiaries that are not Guarantors of the
    Notes; and
    in the case of the Note Guarantee of Fresenius Medical Care
    Deutschland GmbH, be effectively subordinated to the claims of
    such Guarantors third-party creditors as a result of
    limitations applicable to the Note Guarantee as set forth in
    Section 10.1(c) of the Indenture.  Note Guarantee
  Optional
    Redemption
  360-day 30-day
     B-7




---



##### 



Special Tax
    Redemption
      provided provided further
    Notice of
    Redemption The Wall Street
    Journal Luxemburger Wort
 B-8




---



##### 



Change of
    Control
  Denominations;
    Form
  Persons Deemed
    Owners
  Unclaimed Funds
  Legal Defeasance and
    Covenant Defeasance
  Amendment; Supplement;
    Waiver
 B-9




---



##### 



Restrictive
    Covenants
  Successors
  Defaults and
    Remedies
  Trustee Dealings with
    Issuer
  No Recourse Against
    Others
  Authentication
  Abbreviations and Defined
    Terms
 B-10




---



##### 



CUSIP Numbers
  Governing Law
 B-11




---



##### 



ASSIGNMENT
    FORM
         
   
      ­
    ­ ­
    ­
   
 B-12




---



##### 



OPTION OF
    HOLDER TO ELECT PURCHASE
    o
      ­
    ­
   ­
    ­
 (Sign exactly as your name appears
    on the other side of this Note)
   ­
    ­
 Participant in a recognized
    Signature Guarantee Medallion Program
    (or other signature guarantor program reasonably acceptable to
    the Trustee)
 B-13




---



##### 



EXHIBIT C
    TO THE INDENTURE
  FORM OF
    NOTE GUARANTEE
        C-1




---



##### 



C-2




---



##### 



Reinvermögen Handelsgesetzbuch Stammkapital Kapitalerhöhung aus
    Gesellschaftsmitteln Buchwert nicht betriebsnotwendiges Vermögen
   C-3




---



##### 



Darlegungs- und
    Beweislast
  zahlungsunfähig
  vollwertiger Gegenleistungs- oder
    Rückgewähranspruch
     C-4




---



##### 



FRESENIUS MEDICAL CARE
    AG & CO. KGaA, a partnership limited by shares and
    represented by FRESENIUS MEDICAL CARE MANAGEMENT AG, its general
    partner
  By: Name:
 Title:
    Member of the Management Board  By: Name:
 Title:
    Member of the Management Board  FRESENIUS MEDICAL CARE HOLDINGS,
    INC.
  By: Name:
 Title:
  FRESENIUS MEDICAL CARE DEUTSCHLAND
    GMBH
  By: Name:
 Title:
  By: Name:
 Title:
 C-5




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EXHIBIT D
    TO THE INDENTURE
  FORM OF
    TRANSFER CERTIFICATE FOR TRANSFER FROM
    RULE 144A GLOBAL NOTE TO REGULATION S GLOBAL
    NOTE
    (Transfers pursuant to Section 2.7(a) of the Indenture)
  c/o U.S. Bank
   Attention:
    Corporate Trust and Agency Services
    Elizabeth C. Hammer  RE:
    5.75% Senior Notes due 2021(the Notes) of Fresenius Medical Care US Finance,
    Inc.    
       D-1




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OR
   D-2




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[Name of Transferor]
  By: Name:
 Title:
 Telephone No.:
   Please print name and address (including zip code number)     D-3




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EXHIBIT E
    TO THE INDENTURE
  FORM OF
    TRANSFER CERTIFICATE FOR TRANSFER FROM
    REGULATION S GLOBAL NOTE TO RULE 144A GLOBAL
    NOTE
    (Transfers pursuant to Section 2.7(b) of the Indenture)
  c/o U.S. Bank
   Attention:
    Corporate Trust and Agency Services
    Elizabeth C. Hammer  RE:
    5.75% Senior Notes due 2021(the Notes) of Fresenius Medical Care US Finance,
    Inc.  Indenture
  
   E-1




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[Name of Transferor]
  By: Name:
 Title:
 Telephone No.:
   Please print name and address (including zip code number)     E-2