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                                  SULZER MEDICA
                        2002 EMPLOYEE STOCK PURCHASE PLAN
                            UNITED STATES AND CANADA


The Sulzer Medica 2002 Employee Stock Purchase Plan ("Plan") is a stock purchase
plan which provides employees of any subsidiary ("Subsidiary") of Sulzer Medica
Ltd. ("Company") in the United States and Canada with an opportunity to purchase
an equity interest in the Company through purchase of American Depositary Shares
("Shares"), so as to develop a stronger incentive to work for the continued
success of the Company or its Subsidiary.

                                    ARTICLE 1

                                   DEFINITIONS

The following terms shall have the meaning described below when used in the
Plan:

<Table>
<S>                        <C>
"ADS":                     shall mean an American Depositary Share ("ADS") registered in the USA representing one-tenth of
                           a share of the Company with a nominal value of Swiss Francs 30 per share.

"Base Salary":             shall mean the Participant's base compensation during the Offering Period as adjusted for
                           salary increases during the Offering Period, and shall not include overtime, bonuses and other
                           incentives, or reimbursements of expenses and allowances.

"Company":                 shall mean Sulzer Medica Ltd. or any successor in ownership of all or substantially all of its
                           assets.

"Compensation
      Committee"           shall mean the Committee consisting of Board Members empowered by the Board of Directors of
                           the Company to make decisions regarding compensation issues.

"Employer":                shall mean a Subsidiary of the Company in the United States or Canada that has adopted the Plan.

"Exercise Date":           shall mean the last business day of the applicable Offering Period or a date that occurs as
                           soon as administratively possible thereafter on which purchases of Shares may be made without
                           exceeding any trading volume restrictions or materially affecting the price of Shares.

"Fair Market Value":       shall mean the closing price of the ADS in US Dollars on the New York Stock Exchange on the
                           applicable Exercise Date.

"Notice":                  shall mean the notice that needs to be given when an eligible employee wants to participate in
                           the Plan.

"Offering Period":         shall mean the applicable calendar quarter.

"Participant":             shall mean an eligible employee who has elected to participate in the Plan.


"Purchase Price":          shall mean the price at which ADSs may be acquired on the Exercise Date.

"Purchase Rights":         shall mean a Participant's rights to purchase Shares under the Plan during an Offering Period.

"Shares":                  shall mean the registered ADSs of Sulzer Medica Ltd.

"Subscription Date":       shall mean the date that an eligible employee may enroll in the Plan.

"Subsidiary":              shall mean any US or Canadian corporation owned, in whole by the Company, or in which the
                           Company, directly or indirectly, has a controlling interest of more than 50% voting rights and
                           capital.
</Table>



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                                    ARTICLE 2

                                DEDICATED SHARES

The maximum number of ADSs that may be purchased under the Plan is 250'000 ADS.

                                    ARTICLE 3

                                    APPROVAL

The Plan will not be effective unless the Compensation Committee of the Board of
Directors of the Company approves the Plan.

                                    ARTICLE 4

                                 ADMINISTRATION

The Compensation Committee will appoint am Administrator to administer the Plan.

                                    ARTICLE 5

                                   ELIGIBILITY

All persons employed by the Employer on the first day of the applicable Offering
Period are eligible to participate in the Plan during such Offering Period
excluding employees who are customarily employed for 20 hours or less a week or
for not more than 5 months a calendar year.

                                    ARTICLE 6

                            PARTICIPATION IN THE PLAN

Participation in the Plan is voluntary. An eligible employee participates by
delivering to his/her Employer not later than the Subscription Date a Notice
indicating his/her decision to participate in the Plan and authorizing a payroll
deduction from his/her Base Salary. The Company may, from time to time, change
the Subscription Date as deemed advisable by the Company in its sole discretion
for the proper administration of the Plan.

Participation in the Plan is elective for each subsequent Offering Period
through procedures determined by the Administrator. After the initial
subscription, participation will continue until the Participant cancels
participation as detailed in Article 9, Withdrawal.

                                    ARTICLE 7

                                 PURCHASE PRICE

The Purchase Price at which ADSs may be acquired on the Exercise Date shall be
the Fair Market Value of the ADSs on the Exercise Date.

                                    ARTICLE 8

                               PURCHASE OF SHARES

Payment of the Purchase Price by a Participant shall be made only by means of
payroll deductions during the Offering Period.



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a)       PAYROLL DEDUCTIONS

         Payroll deductions shall commence on the first pay period following the
         first day of the applicable Offering Period and shall continue until
         the Participant terminates his/her deductions. The Employer will
         maintain a ledger that will evidence each Participant's payroll
         deductions to date ("Payroll Deduction Account").

b)       LIMITATIONS ON PAYROLL DEDUCTIONS

         The amount of deductions shall be at least two percent (2%) but shall
         not exceed ten percent (10%) of the Base Salary for the respective
         Offering Period. Amounts shall be deducted in whole percentages only.

c)       ELECTION TO INCREASE/DECREASE PAYROLL DEDUCTIONS

         A Participant may elect to increase or decrease the deduction at the
         beginning of any Offering Period. The new payroll deduction shall not
         be below 2% unless the Participant elects to stop payroll deductions
         entirely. The reduction or cessation will be effective beginning with
         the first pay period following the start of the succeeding Offering
         Period if the Participant files the amended Notice at least 10 days
         before the Offering Period begins.

d)       INTEREST

         No interest will be credited on any payroll deduction.

e)       EMPLOYER MATCHING CONTRIBUTIONS

         The Employer shall maintain a ledger that will evidence the amount of
         Employer Matching Contributions for an Offering Period ("Employer
         Matching Account"). Each Offering Period a Participant's Employer shall
         credit to the Participant's Employer Matching Account an amount equal
         to 15% of the Participant's payroll deductions for the Offering Period,
         reduced as necessary to satisfy the Employer's tax withholding
         obligations relating to the Participant's benefits under the Plan.

f)       OFFERING AND EXERCISE OF PURCHASE RIGHTS

         The number of ADSs for which a Participant is offered Purchase Rights
         during the Offering Period is determined by dividing the Participant's
         Payroll Deduction Account (as of the Exercise Date) by the Purchase
         Price.

         On the Exercise Date, each Participant's Purchase Rights will be
         exercised. On that day the monetary amount credited to each
         Participant's Payroll Deduction Account and Employer Matching Account
         will be used to purchase the maximum number of whole ADSs that can be
         purchased. Only funds accumulated by the Participant through payroll
         deductions and Employer Matching Contributions during the Offering
         Period can be used to buy ADSs under the Plan. Upon exercise the ADSs
         purchased will be issued and delivered to the Participant's share
         account with the Plan recordkeeper together with any funds remaining in
         the Participant's Payroll Deduction Account and Employer Matching
         Account after the exercise of the Purchase Rights.

         Payroll deductions in Canadian Dollars will be converted into US
         dollars at the Exchange rate quoted by the Bank of Canada on the
         Exercise Date.

g)       WITHHOLDING FOR TAXES

         A Participant's Employer may withhold from the Participant's
         compensation the amount necessary for the Employer to meet applicable
         tax withholding obligations.



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                                    ARTICLE 9

                                   WITHDRAWAL

A Participant may withdraw from the Plan by signing a written notice of
withdrawal on a form provided by the Employer for such purpose and delivering
such notice to the Employer. The withdrawal will become effective for a specific
Offering Period if delivered to the Employer at least 10 days before the
Offering Period begins. A Participant may again participate in the Plan upon
enrolling at the beginning of any subsequent Offering Period. The Employer may
impose, from time to time, a requirement that the notice of withdrawal be on
file with the Employer for a reasonable period prior to the effectiveness of the
Participant's withdrawal.

                                   ARTICLE 10

           TERMINATION OF EMPLOYMENT, RETIREMENT, DEATH OR DISABILITY

The termination of a Participant's employment with the Employer for any reason
prior to ten days before the Exercise Date shall immediately terminate the
Participant's participation in the Plan and the Participant's Purchase Rights
will lapse. In such event, any amounts deducted in the current Offering Period
will be returned to the Participant.

No interest shall be paid on sums returned to a Participant or his/her estate
pursuant to this Article 10.

                                   ARTICLE 11

         ADJUSTMENTS UPON DISSOLUTION, LIQUIDATION, MERGER OR ASSET SALE

a)       DISSOLUTION OR LIQUIDATION

         In the event of the proposed dissolution or liquidation of the
         Employer, the Plan shall terminate immediately prior to the
         consummation of such proposed action, unless otherwise provided by the
         Compensation Committee of the Board of Directors of the Company.

b)       MERGER OR ASSET SALE

         In the event of a proposed sale of all or substantially all of the
         assets of the Employer, or the merger of the Employer with or into
         another corporation, the Plan then in progress shall be shortened to a
         date before the date of the proposed sale or merger. The Compensation
         Committee of the Board of Directors of the Company and the companies at
         issue shall notify each Participant concerned in writing of the
         termination date.

                                   ARTICLE 12

                                  EQUAL RIGHTS

All Participants shall have the same rights and privileges except that the
number of Shares purchased bears a uniform relationship to each Participant's
Payroll Deduction Account as per Article 8 for the Offering Period.

                                   ARTICLE 13

                                    PLAN TERM

The Plan is effective January 1, 2002, and is intended to be an ongoing plan but
can be amended or terminated by the Compensation Committee of the Board of
Directors of the Company.



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                                   ARTICLE 14

                        RESTRICTION OF DELIVERY OF SHARES

The delivery of ADSs shall be subject to compliance with all applicable
requirements of applicable law with respect to such securities. The Purchase
Rights may not be exercised if the delivery of ADSs upon such exercise would
constitute a violation of any applicable securities law or other law or
regulation. As a condition to the exercise of the Purchase Rights, the Employer
may require the Participant to satisfy any qualifications that may be necessary
or appropriate, to evidence compliance with any applicable law or regulation and
to make any representation or warranty with respect thereto as may be requested
by the Employer.

                                   ARTICLE 15

                              GOVERNMENTAL APPROVAL

The obligation to sell or deliver ADSs under the Plan is subject to the approval
of all governmental authorities required in connection with the authorization,
purchase, issuance or sale of the ADSs.

                                   ARTICLE 16

                            SPONSORSHIP AND ADOPTION

The Company sponsors the Plan. Any Subsidiary may adopt the Plan, if so decided
by the Compensation Committee of the Board of Directors of the Company, by a
resolution of the Subsidiary's board of directors.

                                   ARTICLE 17

                      TERMINATION OR AMENDMENT OF THE PLAN

The Compensation Committee of the Board of Directors of the Company may
terminate or amend the Plan at any time.

                                   ARTICLE 18

                               NON-TRANSFERABILITY

Purchase Rights may not be transferred in any manner other than by will or the
laws of descent and distribution and shall be exercisable during the lifetime of
the Participant only by the Participant.

                                   ARTICLE 19

                                 APPLICABLE LAW

The Plan and any Purchase Rights shall be governed by the laws of the
jurisdiction where the Employer has its registered office.


         IN WITNESS WHEREOF, THE CHAIRMAN OF THE COMPENSATION COMMITTEE OF THE
BOARD OF SULZER MEDICA LTD. CERTIFIES THAT THE COMPENSATION COMMITTEE OF THE
BOARD OF DIRECTORS OF SULZER MEDICA LTD. DULY ADOPTED THE FOREGOING SULZER
MEDICA 2002 EMPLOYEE STOCK PURCHASE PLAN ON OCTOBER 24, 2001.





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