FRESENIUS MEDICAL CARE AG & CO KGaA AND JPMORGAN CHASE BANK, N.A. As Depositary AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS Deposit Agreement Representing Preference Shares Dated as of January , 2006Deposit Agreement • December 20th, 2005 • Fresenius Medical Care AG & Co. KGaA • New York
DEPOSIT AGREEMENT dated as of January __, 2006 (the "Deposit Agreement") among FRESENIUS MEDICAL CARE AG & CO KGaA and its successors (the "Company"), JPMORGAN CHASE BANK, N.A., as depositary hereunder (the "Depositary"), and all holders from time to time of American Depositary Receipts issued hereunder ("ADRs") evidencing American Depositary Shares ("ADSs") representing deposited Shares (defined below). The Company hereby appoints the Depositary as depositary for the Deposited Securities and hereby authorizes and directs the Depositary to act in accordance with the terms set forth in this Deposit Agreement. The parties hereto agree as follows:
