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                                                                     EXHIBIT 4.3


                               SULZER MEDICA LTD
                      SULZER MEDICA 2001 STOCK OPTION PLAN

                                    ARTICLE 1
                                     PURPOSE

The purpose of the 2001 Sulzer Medica Stock Option Plan ("the Plan") is

a)   to align the interests of the executives and key employees with those of
     the shareholders of the Company;

b)   to provide selected executives, members of the Board and key employees with
     an opportunity to participate in ownership of the Company;

c)   to reward contributions to the long-term performance of the Company as
     reflected in the share price;

d)   enable the Company and its Subsidiaries to attract, retain and motivate
     highly qualified employees.

The terms of the Plan applicable in each country may vary where necessary or
appropriate because of local laws or practice. Any such variation shall be
documented in a country-specific Appendix, approved by the proper officer of the
Company and attached to the Plan.

The decision to award grants and the setting of the terms of each grant are
voluntary on the part of the Company and within the sole discretion of the
Committee.

                                    ARTICLE 2
                          EFFECTIVE PERIOD OF THE PLAN

The Plan is effective as of January 1, 2001, as approved by the Board. No grant
will be made under the Plan after December 31, 2010. The Plan shall remain in
effect until all Options granted under the Plan have been satisfied or expired.

                                    ARTICLE 3
                                   DEFINITIONS

The following terms shall have the meaning de-scribed below when used in the
Plan:

       "ADS"         shall mean an American Depository Share (ADS) of the
                     Company, which represents 1/10th of a Share. The ADS are
                     traded on the New York Stock Exchange.

   "Agreement(s)"    shall refer to the Stock Option Agreement(s) to be
                     entered into between the Company and a Participant
                     specifying the terms of Awards made under the Plan.

       "Award"       shall mean the grant of an Option under the Plan.

       "Board"       shall mean the Board of Directors of the Company.

       "Cause"       shall mean a Participant's willful misconduct or
                     dishonesty, which is directly and materially harmful to the
                     business or reputation of the Company or any Subsidiary.

      "Change in     shall mean a fundamental change in the ownership structure
       Control"      of the Company. This is defined in Article 14.

     "Committee"     shall mean the committee appointed by the Board to
                     administer the Plan pursuant to Article 4.

      "Company"      shall mean Sulzer Medica Ltd.



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                               SULZER MEDICA LTD
                      SULZER MEDICA 2001 STOCK OPTION PLAN


     "Disability"    shall mean the inability of an individual to engage in any
                     substantial gainful activity by reason of a physical or
                     mental impairment, which constitutes a permanent and total
                     disability.

                     Procedures for determining disability are defined under the
                     provisions of the Company's long-term disability insurance
                     policies.

 "Exercise Period"   shall mean the period during which a Participant may
                     exercise Options.

 "Exercise Price"    shall mean the price at which Shares or ADSs may be
                     purchased by exercising Options.

    "Methods of      shall mean any of the methods for exercising Options
     Exercise"       prescribed under Article 9.4.

     "Option"        shall mean a right to purchase Shares or ADSs under the
                     terms of the Plan.

   "Optionee" /      shall mean an eligible person to whom an Award is made
   "Participant"     and who has accepted the Award by signing the Agreement.

      "Plan"         shall mean this Plan document and Appendices, as amended
                     from time to time.

     "Shares"        shall mean registered shares of the Company. The Shares are
                     traded on the Swiss Stock Exchange in Zurich, Switzerland.

       "Plan         shall mean the person(s) appointed by the Committee who
   Administrator"    are responsible for administration of the Plan.

    "Subsidiary"     shall mean any foreign or domestic corporation owned, in
                     whole by the Company or in which the Company has a
                     controlling interest of more than 50% voting rights and
                     capital.

   "Option Term"     shall mean the duration of an Option.

  "Vesting Period"   shall mean the period during which an Option cannot
                     be exercised.

                                    ARTICLE 4
                                 ADMINISTRATION

Except as otherwise provided in the Plan, the Committee administers the Plan and
has full power to construe and interpret the Plan, establish and amend rules and
regulations for its administration, and perform all other acts relating to the
Plan, including the delegation of administrative responsibilities that it
believes reasonable and proper.

The Committee has authority to amend the terms of any Option issued without the
necessity of obtaining approval of the shareholders.

In particular, the Committee shall have the authority to

a)   select the eligible persons to whom Awards shall be granted.

b)   determine whether and to what extent Awards are to be granted.

c)   determine the number of Shares or ADS to be subject to each Award.


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                               SULZER MEDICA LTD
                      SULZER MEDICA 2001 STOCK OPTION PLAN

d)   determine the terms and conditions, not inconsistent with the terms of the
     Plan, of any Award and to amend such terms and conditions.

The Board shall appoint not less than three people to the Committee.

The members of the Committee serve at the request of the Board, which has the
power, at any time and from time to time, to remove members from the Committee
and add members thereto.

The Committee shall appoint a Plan Administrator to carry out the daily
administration of the Plan. The Plan Administrator may adapt the application of
the Plan provisions where necessary to ensure com-pliance with legal and tax
requirements of the individual countries in which the plan is in force.

All decisions of the Committee shall be made by a majority of its members and
shall be final, conclusive and binding.

                                    ARTICLE 5
                                 INDEMNIFICATION

In addition to other rights of indemnification the members of the Board, or of
the Committee, or of the Plan Administrator or other appointed person may have,
they shall be indemnified by the Company against all costs and expenses
reasonably incurred by them in connection with any action, suit or proceeding to
which they or any of them may be party by reason of any action taken or failure
to act under or in connection with the Plan or any Awards granted thereunder,
and against all amounts paid by them in settlement thereof (provided such
settlement is approved by independent legal counsel selected by the Company) or
paid by them in satisfaction of a judgement in any such action, suit or
proceeding, except a judgement based upon a finding of bad faith, provided that
upon the institution of any such action, suit or proceeding, a Committee or
Board member or Plan Administrator or other appointed person shall, in writing,
give the Company notice thereof and an opportunity, at its own expense, to
handle and defend the same before such Committee or Board member or Plan
Administrator or other appointed person undertakes to handle and defend it on
such person's own behalf.

                                    ARTICLE 6
                          SHARES AVAILABLE FOR THE PLAN

The maximum number of Shares which may be used under the Plan worldwide shall
not exceed 145'000 (equivalent to 1'450'000 ADS), subject to adjustment under
Article 12, Adjustment in the Event of a Change in the Financial Structure of
the Company.

The Shares related to any unexercised or undistributed portion of any
terminated, expired, exchanged or forfeited Option or any Option settled in cash
in lieu of Shares or ADS shall be available for further Awards.


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                               SULZER MEDICA LTD
                      SULZER MEDICA 2001 STOCK OPTION PLAN

                                    ARTICLE 7
                                   ELIGIBILITY

Individuals eligible to participate in the Plan are:

o    Members of the Board.

o    Executives of the Company and its Subsidiaries.

o    Selected key employees of the Company and its Subsidiaries.

The individuals who shall receive Awards shall be determined by the Committee in
consultation with the Chief Executive Officer of the Company.

The Committee may also delegate to the Company's Chief Executive Officer the
power to select eligible persons and grant Awards, including Awards to new
employees upon hire, subject to the limitations of the Plan.

The grant of an Award does not give any rights to receive such Awards in the
future.

                                    ARTICLE 8
                             GENERAL TERMS OF AWARDS

8.1    AWARDS
       For U.S. purposes, Awards under the Plan consist of non-qualified
       Options.

8.2    AGREEMENT
       Each Award shall be evidenced by an Agreement entered into by a
       Participant and the Company setting forth the terms and conditions as
       determined by the Committee which shall apply to such Award, in addition
       to the terms and conditions specified in the Plan.

       By signing the Agreement, the Participant grants the Company the power of
       attorney to register the Shares, which the Participant might acquire by
       exercising the Options, in the share register pursuant to Article 10.

8.3    OPTION TERM
       The Option Term shall not be more than ten years from the date the Option
       is granted.

8.4    VESTING PERIOD
       The Options granted shall be subject to a Vesting Period as defined in
       the Agreement. During the Vesting Period Options may not be exercised and
       are subject to forfeiture rules pursuant to Article 11.

       After the end of the Vesting Period the Participant has the right to
       exercise the Options during the Exercise Period. The Exercise Period can
       be shortened based on the provisions of Article 11.

8.5    EXPIRATION
       At the end of the Option Term all unexercised Options expire without any
       compensation.

       No Option may be exercised by any person after the expiration of the
       Option Term.


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                               SULZER MEDICA LTD
                      SULZER MEDICA 2001 STOCK OPTION PLAN


8.6    LIMITATION ON GRANTS
       No Participant may receive Options who owns or has options to own 5% or
       more of the combined voting power or value of the Shares.

8.7    TRANSFERABILITY
       The Options granted under the Plan are not transferable. During the whole
       Option Term the Participant may neither sell, donate or otherwise
       transfer the Options.

       During the lifetime of the Participant, Options may be exercised only by
       the Participant.

8.8    COST TO PARTICIPANT
       The Awards to the Participants under the Plan are granted free of charge.

8.9    TAX AND SOCIAL SECURITY CONTRIBUTIONS
       Each Participant, who receives Options and acquires Shares under the Plan
       is responsible for the proper tax declarations and filings according to
       applicable law.

       The Company shall have the right to withhold from a Participant's salary
       upon any Award payment or exercise under the Plan an amount sufficient to
       cover withholding taxes or other charges related to the transaction as
       required by local legislation.

       The Company shall have the right to require the Participant to pay the
       Company a cash amount necessary to cover any required withholding taxes
       or other charges.

       With approval of the Committee, payment may be made in the form of
       unrestricted Shares or ADS already owned by the Participant.

       With approval of the Committee, payment may also be made through a
       reduction of the number of Shares or ADS delivered to the Participant
       upon exercise of the Options.

       The value of the Shares or ADS offered in payment is the fair market
       value quoted on the respective stock exchange at the time the Option is
       exercised.

8.10   LEGAL RESTRICTIONS AND INSIDER TRADING
       A Participant shall not dispose of Shares or ADS in violation of any
       applicable securities law.

       The sale of Shares or ADS obtained under the Plan is subject to the terms
       of the Sulzer Medica Insider Trading Policy. Subject to the foregoing,
       vested Options may be exercised at any time.

8.11   NO RIGHTS AS SHAREHOLDER
       No Optionee will have voting or other rights with respect to Shares or
       ADS subject to Option prior to purchase of such Shares or ADS.

8.12   NO RIGHT OF CONTINUED EMPLOYMENT
       Neither the establishment of the Plan, nor the granting of Options, nor
       the payment of any benefits nor any action of the Company or any
       Subsidiary, the Board or the Committee relating to the Plan or to
       benefits shall be held or construed to confer upon any Participant any
       legal right to continue in the employment of the Company or any
       Subsidiary, or affect any right which the Company or any Subsidiary may
       have to terminate the employment of the Participant with or without
       cause, except as to any rights which may be expressly conferred upon such
       employee under the Plan and under his employment contract.



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                               SULZER MEDICA LTD
                      SULZER MEDICA 2001 STOCK OPTION PLAN

8.13   OTHER BENEFIT AND COMPENSATION PROGRAMS
       Payments and other benefits received by a Participant under the Plan
       shall not be deemed a part of a Participant's regular, recurring
       compensation for purposes of termination, indemnity or severance pay and
       shall not be included in or have any effect on the determination of
       benefits under any other employee benefit plan unless expressly so
       provided by such other plan or required by local legislation.

                                    ARTICLE 9
                          GRANT AND EXERCISE OF OPTIONS

9.1    EXERCISE PRICE
       The Exercise Price per Share or ADS to be purchased under an Option shall
       be deter-mined by the Committee at the time of the Award and documented
       in the Agreement.

9.2    PERIOD OF EXERCISE OF OPTIONS
       Options shall be exercisable at such time or times and subject to such
       conditions as shall be determined by the Committee.

       The Option Term and the Vesting Period for the Option will be documented
       in the Agreement.

       The Committee may waive or amend such vesting requirements or modify the
       Option Term at any time at or after grant in whole or in part, based on
       such factors as the Committee shall determine at its sole discretion.

9.3    LIMITATION ON AMOUNTS SUBJECT TO EXERCISE
       Vested Options may be exercised in whole or in part during the Option
       Term.

       The number of ADS, which may be purchased under an Option, must be a
       multiple of ten (or the remaining Shares covered by an Option if less
       than ten).

9.4    METHOD OF EXERCISE
       The Committee shall have authority to establish procedures under all
       methods, including the designation of a brokerage firm or firms through
       which exercises may be effected.

       Options may be exercised according to the conditions specified in the
       Agreement by giving written notice of exercise to the Company to the
       address and in the form determined by the Committee.

9.5    METHOD OF PAYMENT

       No Shares or ADS shall be issued until full payment has been made.

       Notice of exercise shall be accompanied by payment in full of the
       Exercise Price. Acceptable forms of payment (check, bank transfer, etc.)
       will be determined by the Company.

       With approval of the Committee, payment may also be made in the form of
       unrestricted Shares or ADS already owned by the Participant.

       With approval of the Committee, payment may also be made through a
       reduction of the number of Shares or ADS delivered to the Participant
       upon exercise of the Options.

       The value of the Shares or ADS offered in payment is the fair market
       value of the Share quoted on the respective stock exchange at the time
       the exercise transaction is completed.


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                               SULZER MEDICA LTD
                      SULZER MEDICA 2001 STOCK OPTION PLAN

                                   ARTICLE 10
                          ENTRY INTO THE SHARE REGISTER

The acquisition of Shares by way of exercising the Options will be entered into
the share register, pursuant to the articles of incorporation of the Company.
The Shares shall only be entered into the share register after receipt of the
full payment as per Article 9.5.

                                   ARTICLE 11
                            TERMINATION OF EMPLOYMENT

11.1   APPLICABILITY
       Except as otherwise set forth in the Plan or as otherwise determined by
       the Committee or provided by the Committee in an applicable Agreement, in
       case of termination of employment with the Company the provisions
       indicated below shall apply. The Committee, at its discretion, may amend
       the conditions of an Award upon termination of employment.

11.2   RETIREMENT
       Upon termination of employment with the Company, as a result of
       retirement on or after attainment of retirement age pursuant to the
       applicable law or to a retirement plan or to a retirement agreement of
       the Company, the conditions as defined in the Agreement shall remain in
       force and not be subject to any change.

11.3   DISABILITY
       Upon termination of employment with the Company as a result of
       Disability, the conditions as defined in the Agreement shall remain in
       force and not be subject to any change.

11.4   DEATH
       If a Participant's employment with the Company terminates by reason of
       death, any exercisable Option held by such Participant may be exercised
       by the legal representative of the estate or the inheritors of the
       Participant within 12 months of the date of death or until the expiration
       of the Option Term, whichever period is shorter. For non-vested Options
       the Committee may allow an accelerated vesting. The inheritors shall
       produce written legal proof of their entitlement to the inheritance.

11.5   REASONS OTHER THAN RETIREMENT, DISABILITY, OR DEATH
       If a Participant's employment with the Company terminates for any reason
       other than retirement, Disability or death, non-vested Options shall
       lapse without any right of compensation on the date of termination.

       Options which are exercisable on the date of termination may be exercised
       according to the conditions below:

       A)    TERMINATION WITHOUT CAUSE

             If the Participant voluntarily terminates or is involuntarily
             terminated by the Company without Cause, the Participant may
             exercise Options which are exercisable on the date of termination
             within 90 days from the date of termination or, if earlier, until
             the expiration of the Option Term.

       B)    TERMINATION FOR CAUSE

             If the employment is terminated for Cause, the Participant may
             exercise Options which are exercisable on the date of termination
             within 7 days from the date of termination or, if earlier, until
             the expiration of the Option Term.


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                               SULZER MEDICA LTD
                      SULZER MEDICA 2001 STOCK OPTION PLAN

11.6   TRANSFER / LEAVE OF ABSENCE
       A transfer of a Participant within the Company or a leave of absence,
       duly authorized in writing by the Company, for military service or
       sickness, or for any other purpose approved by the Company, shall not be
       deemed a termination of employment. If employment is terminated prior to
       the Participant's return, then the above provisions of Article 11 are
       applicable.

                                   ARTICLE 12
  ADJUSTMENT IN THE EVENT OF A CHANGE IN THE FINANCIAL STRUCTURE OF THE COMPANY

In the event that the Company shall decide upon any stock dividend,
extraordinary cash dividend, recapitalization, reorganization, merger,
consolidation, split-up, spin-off, combination, exchange of shares, warrants or
rights offering to purchase Shares at a price substantially below fair market
value, or other similar corporate event affects the Share such that an
adjustment is required in order to preserve the benefits or potential benefits
intended to be made available under the Plan, then the Committee shall, in its
sole discretion, and in such manner as it may deem equitable, adjust any or all
of the number and kind of Shares subject to the Plan, the number and kind of
Shares subject to outstanding Options and the Exercise Price with respect to any
of the foregoing and / or, if deemed appropriate, make provision for a cash
payment to a Participant or a person who has an outstanding Option.

                                   ARTICLE 13
                      AMENDMENT AND TERMINATION OF THE PLAN

The Board may amend, suspend or discontinue the Plan at any time at its
discretion.

Amendment, suspension or discontinuance of the Plan shall be communicated by the
Board to all Participants.

No such action shall materially adversely effect any right acquired by a
Participant under an Award granted before the date of amendment, suspension, or
discontinuation, unless otherwise agreed by the Participant or required as a
matter of law.

Any adjustment for changes in capital structure under Article 12 is not
considered to adversely affect any rights of a Participant under an Award.

                                   ARTICLE 14
                 CHANGE IN CONTROL OR LIQUIDATION OF THE COMPANY

In the case of a Change in Control, the conditions of outstanding Options may be
adjusted by the Committee, as it deems appropriate in its sole discretion
without the consent or approval of any Optionee.

Change of Control generally means but is not limited to:

a)   the sale or lease or other transfer of all or substantially all of the
     assets of the Company,

b)   the approval by the shareholders of any plan for the liquidation or
     dissolution of the Company,

c)   approval by the shareholders of a merger or consolidation of the Company
     with or into any other corporation or the transfer of more than 50% of the
     then outstanding Shares of the Company.


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                               SULZER MEDICA LTD
                      SULZER MEDICA 2001 STOCK OPTION PLAN

                                   ARTICLE 15
                           TERMINATION OF PRIOR PLANS

Effective upon approval of this Plan by the Board, no further share-related
Awards will be made under existing prior plans. All Awards granted under the
prior Plans shall continue in accordance with the conditions of those plans.

                                   ARTICLE 16
                    APPLICABLE LAW AND CHOICE OF JURISDICTION

The Plan and any related document shall be governed by and construed in
accordance with the laws of Switzerland. Any disputes arising under or in
connection with the Plan shall be resolved by the courts of Winterthur,
Switzerland.

                                   ARTICLE 17
                                    APPROVAL

The Participant accepts the Options granted and the terms of the Plan including
all appendices by signing the Agreement.

The Plan has been approved by the Board at its meeting of November 29, 2000, as
amended on August 23, 2001, and shall become effective on January 1, 2001.



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