<PAGE>   1


                                                                   EXHIBIT 10.17


NORR STIEFENHOFER LUTZ









                             FRESENIUS MEDICAL CARE
                               AKTIENGESELLSCHAFT

                     2001 INTERNATIONAL STOCK INCENTIVE PLAN











<PAGE>   2


                                                                              2



<TABLE>
<CAPTION>
                                                      TABLE OF CONTENTS



<S>                                                                                                        <C>
1.       PREAMBLE AND PURPOSE                                                                                 4

2.       TERM OF THE PLAN                                                                                     4

3.       CONVERTIBLE BOND                                                                                     4

4.       PARTICIPANTS                                                                                         6

5.       GRANTING OF THE CONVERTIBLE BONDS                                                                    7

6.       EMPLOYEE LOAN                                                                                        9

7.       TRANSFERABILITY                                                                                      9

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

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

10.      ADJUSTMENT OF CONVERSION PRICE                                                                      15

11.      REPAYMENT OF THE CONVERTIBLE BOND                                                                   16

12.      ALTERNATIVE SATISFACTION OF THE CONVERSION RIGHT                                                    16
</TABLE>


<PAGE>   3


                                                                              3



<TABLE>
<S>                                                                                                        <C>
13.      TAX AND COSTS                                                                                       17
         13.1.    General                                                                                    17
         13.2     US-Citizens or US-Residents                                                                17
         13.3.    Costs                                                                                      18

14.      ADMINISTRATION, TERMINATION AND ADJUSTMENT OF PLAN                                                  18

15.      OTHER PROVISIONS                                                                                    19

16.      DEFINITIONS                                                                                         20
</TABLE>


<PAGE>   4


                                                                              4



1.      PREAMBLE AND PURPOSE

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

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



2.      TERM OF THE PLAN

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

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


<PAGE>   5


                                                                              5



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



3.      CONVERTIBLE BONDS

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

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

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

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


<PAGE>   6


                                                                              6



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

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



4.      PARTICIPANTS

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

        a)      members of the Managing Board of the Company;

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

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


<PAGE>   7


                                                                              7



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

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

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

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



5.      GRANTING OF THE CONVERTIBLE BONDS

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


<PAGE>   8


                                                                              8



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

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

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

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


<PAGE>   9


                                                                              9



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



6.      EMPLOYEE LOAN

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

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



7.      TRANSFERABILITY

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



8.      CONVERSION

8.1     Vesting Period

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


<PAGE>   10


                                                                             10



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

8.2.    Conversion Periods

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

8.3.    General Prerequisites for Conversion

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

8.4.    Success Target

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


<PAGE>   11


                                                                             11



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

8.5.    Conversion Price

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

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

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

8.6.    Declaration of the Conversion

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

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


<PAGE>   12


                                                                             12



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

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

8.7     Conversion Day

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

8.8.    Conversion Office

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

8.9     Black-out Periods

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


<PAGE>   13


                                                                             13



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

8.10    Additional Requirements

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



9.      CONVERSION RIGHT IN SPECIAL CASES

9.1.    Retirement by Age

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

9.2.    Termination without Good Cause

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


<PAGE>   14


                                                                             14



9.3.    Death

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

9.4.    Termination with Good Cause

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

9.5.    Employment with the Fresenius Group

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

9.6.    Effect of Change of Subsidiary Status

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


<PAGE>   15


                                                                              15



9.7.    Individual Cases

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



10.     ADJUSTMENT OF CONVERSION PRICE

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

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


<PAGE>   16


                                                                             16



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



11.     REPAYMENT OF THE CONVERTIBLE BOND

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

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



12.     ALTERNATIVE SATISFACTION OF THE CONVERSION RIGHT

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

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


<PAGE>   17


                                                                             17



13.     TAX AND COSTS

13.1.   General

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

13.2    US-Citizens or US-Residents

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

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


<PAGE>   18


                                                                             18



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

13.3.   Costs

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



14.     ADMINISTRATION, TERMINATION AND ADJUSTMENT OF PLAN

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

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

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


<PAGE>   19


                                                                             19



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

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



15.     OTHER PROVISIONS

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

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

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


<PAGE>   20


                                                                             20



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

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

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

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



16.     DEFINITIONS

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

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

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

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


<PAGE>   21


                                                                             21



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

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

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

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

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

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

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

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

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

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

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

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

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

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


<PAGE>   22


                                                                             22



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

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

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

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

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

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

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

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

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