DEFERRED COMPENSATION PLAN

EXHIBIT 4.1

BIOMET, INC.

DEFERRED COMPENSATION PLAN

PREAMBLE

1.         The Company desires to establish the Biomet, Inc. Deferred Compensation Plan, effective as of December 1, 2003.  The purpose of the Plan is to provide a select group of key management and highly compensated employees and the members of the Biomet, Inc. Board of Directors an opportunity, in accordance with the terms and conditions set forth herein, to defer the receipt of compensation.  By offering this Plan, the Company intends to build management loyalty and its business; provide a tax deferral alternative; permit deferral of amounts beyond the limits of its qualified plans; and further enhance existing benefit plans.

2.         The Plan is an unfunded benefit plan within the meaning of ERISA and the Internal Revenue Code.  Benefits payable under the Plan with respect to a participant or beneficiary shall be paid from the general assets of the Company.  To assist the Company in meeting its obligations under the Plan, the Company has established a trust.  The right of a participant or beneficiary to receive payment under the Plan is merely a contractual right to payment from the Company and the Plan does not give participants or beneficiaries any interest in, or right to, any of the assets of any affiliated employer other than as a general creditor of his employer.

3.         Participation in the Plan is voluntary.  A Participant may elect to defer a portion of his or her Compensation under the Plan and, at all times, shall be 100% Vested in amounts credited to his or her Deferral Account.  Under this Plan, the Company has no obligations to make employer contributions to the Plan, however, the Company shall retain the right to make discretionary allocations to the Account of Participants at the times and in the amounts designated by the Company in its sole discretion.

ARTICLE I

DEFINITIONS AND CONSTRUCTION

1.1       Definitions.

Whenever the following words and phrases are used in this Plan, with the first letter capitalized, they shall have the meanings specified below.

(a)        "Account" or "Accounts" shall mean all of such accounts as are specifically authorized for inclusion in this Plan.

(b)        "Base Salary" shall mean that portion of a Participant's Compensation that is his or her annual base salary, excluding Bonuses, Commissions, incentive and all other remuneration for services rendered to the Company.

(c)        "Beneficiary" or "Beneficiaries" shall mean the person or persons, including a trustee, personal representative or other fiduciary, last designated in writing by a Participant in accordance with procedures established by the Committee to receive the benefits specified hereunder in the event of the Participant's death.  No beneficiary designation shall become effective until it is filed with the Committee.  Any designation shall be revocable at any time through a written instrument filed by the Participant with the Committee with or without the consent of the previous Beneficiary.  No designation of a Beneficiary other than the Participant's spouse shall be valid unless consented to in writing by such spouse.  If there is no such designation or if there is no surviving designated Beneficiary, then the Participant's surviving spouse shall be the Beneficiary.  If there is no surviving spouse to receive any benefits payable in accordance with the preceding sentence, the duly appointed and currently acting personal representative of the Participant's estate (which shall include either the Participant's probate estate or living trust) shall be the Beneficiary.  In any case where there is no such personal representative of the Participant's estate duly appointed and acting in that capacity within 90 days after the Participant's death (or such extended period as the Committee determines is reasonably necessary to allow such personal representative to be appointed, but not to exceed 180 days after the Participant's death), then Beneficiary shall mean the person or persons who can verify by affidavit or court order to the satisfaction of the Committee that they are legally entitled to receive the benefits specified hereunder.  In the event any amount is payable under the Plan to a minor, payment shall not be made to the minor, but instead be paid (a) to that person's living parent(s) to act as custodian, (b) if that person's parents are then divorced, and one parent is the sole custodial parent, to such custodial parent, or (c) if no parent of that person is then living, to a custodian selected by the Committee to hold the funds for the minor under the Uniform Transfers or Gifts to Minors Act in effect in the jurisdiction in which the minor resides.  If no parent is living and the Committee decides not to select another custodian to hold the funds for the minor, then payment shall be made to the duly appointed and currently acting guardian of the estate for the minor or, if no guardian of the estate for the minor is duly appointed and currently acting within 60 days after the date the amount becomes payable, payment shall be deposited with the court having jurisdiction over the estate of the minor.  Payment by the Company pursuant to any unrevoked Beneficiary designation, or to the Participant's estate if no such designation exists, of all benefits owed hereunder shall terminate any and all liability of the Company.

(d)        "Board of Directors" or "Board" shall mean the Board of Directors of Biomet, Inc.

(e)        "Bonuses" shall mean the bonuses earned as of the last day of the Plan Year, provided a Participant is in the employ of the Company on the last day of the Plan Year.

(f)         "Code" shall mean the Internal Revenue Code of 1986, as amended.

(g)        "Committee" shall mean the Benefits Committee appointed by the Board to administer the Plan in accordance with Article VII.

(h)        "Company" shall mean Biomet, Inc. and any subsidiary or affiliate of Biomet, Inc. designated as eligible by the Committee to participate in the Plan, and any successor thereto that adopts this Plan.

(i)         "Company Contribution Account" shall mean the bookkeeping account maintained by the Company for each Participant that is credited with an amount equal to the Company Discretionary Contribution Amount, if any, and the Company Matching Contribution Amount, if any, and net earnings and losses on such amounts pursuant to Section 4.2.

(j)         "Company Discretionary Contribution Amount" shall mean such discretionary amount, if any, credited by the Company to a Participant’s Company Contribution Account for a Plan Year.  Such amount to be credited may differ from Participant to Participant both in amount, including no amount, and as a percentage of Compensation.

(k)        "Company Matching Contribution Amount" shall mean such amount, if any, credited by the Company to each Participant’s Company Contribution Account for a Plan Year.  Such amount to be credited may differ from Participant to Participant both in amount, including no amount, and as a percentage of Compensation.

(l)         "Compensation" means, (i) with respect to a Participant who is an employee of the Company for a Plan Year, the Participant’s wages for federal income tax purposes for such year, including, Base Salary, Bonuses, incentive compensation and commissions, increased by amounts that would have been included in the Participant’s wages for the year, but for the Participant’s election pursuant to Code Section 125 or 401(k) or this Plan; (ii) with respect to a Participant who is a Director, the amount of cash paid to the Director, including, but not limited to, Board of Directors fees, committee fees, and such other amounts paid for services as a Director, (iii) or any other type of compensation or remuneration determined by the Committee to be eligible for deferral under the Plan.  Amounts distributed from a Participant’s Accounts in any Plan Year shall not be considered Compensation again in the year of distribution.

(m)       "Deferral Account" shall mean the bookkeeping account maintained by the Committee for each Participant that is credited with amounts equal to (1) the portion of the Participant's Compensation that he or she elects to defer, and (2) net earnings and losses attributable to such Account pursuant to Section 4.1.

(n)        “Designated Persons” shall mean Eligible Persons designated by the Committee as eligible to defer Stock Option Gains and Restricted Stock Awards.

(o)        “Director” shall mean any member of the Board of Directors of the Company who is not also an officer or employee of the Company.

(p)        "Disability" shall mean the Participant's inability to perform each and every duty of his or her occupation or position of employment due to illness or injury as determined in the sole and absolute discretion of the Committee.

(q)        "Distributable Amount" shall mean the Vested balance in the Participant's Deferral Account and Company Contribution Account.

(r)        "Early Distribution" shall mean an election by Participant in accordance with Section 6.2 to receive a withdrawal of amounts from his or her Deferral Account and Company Contribution Account prior to the time at which such Participant would otherwise be entitled to such amounts.

(s)        "Effective Date" shall be December 1, 2003.    

(t)         "Eligible Person" means (i) any common law employee of the Company that the Committee designates as a key management and/or highly compensated employee of the Company and eligible to participate in the Plan, and (ii) any Director.

(u)        “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.

(v)        "Fund" or "Funds" shall mean one or more of the investment funds selected by the Committee pursuant to Section 3.2(b).

(w)       "Hardship Distribution" shall mean a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or of his or her Dependent (as defined in Section 152(a) of the Internal Revenue Code of 1986, as amended), loss of a Participant's property due to casualty, or other similar or extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant as determined by the Committee in its sole discretion.  The circumstances that would constitute an unforeseeable emergency will depend upon the facts of each case, but, in any case, a Hardship Distribution may not be made to the extent that such hardship is or may be relieved (i) through reimbursement or compensation by insurance or otherwise, (ii) by liquidation of the Participant's assets, to the extent the liquidation of assets would not itself cause severe financial hardship, or (iii) by cessation of deferrals under this Plan.

(x)        "Initial Election Period" shall mean the time period associated with the first enrollment period of the Plan or the first enrollment period of an Eligible Person, as determined by the Committee from time to time.

(y)        "Participant" shall mean any Eligible Person who becomes a Participant in this Plan in accordance with Article II.

(z)        “Participating Subsidiary” shall mean a subsidiary of Biomet, Inc. which  the Committee has designated as such and whose employees are eligible to participate in the Plan; provided that such employee is an Eligible Person.

(aa)      "Payment Date" shall be as elected by the participant, commencing in February of the year following the event.

(bb)      "Plan" shall be the Biomet, Inc. Deferred Compensation Plan, as amended from time to time.

(cc)      "Plan Year" shall be June 1 to May 31; provided, however, that the first plan year shall be December 1, 2003 to May 31, 2004.

(dd)      “Restricted Stock” shall mean shares of Stock granted under a restricted stock plan which are subject to forfeiture based upon non-compliance with certain enumerated criteria.

(ee)      “Restricted Stock Award” shall mean any award or grant of Restricted Stock under a restricted stock plan.

(ff)        “Separation from Service” shall mean, (i) with respect to a Participant who is an employee of the Company, the complete termination of the employment relationship between the Participant and the Company and/or all affiliated employers for any reason other than death, and (ii) with respect to a Director who is not also an employee of the Company, the complete cessation of membership on the Board and/or the boards of all affiliated employers of all in which he or she serves for any reason other than death.  The Committee, in its sole and final discretion, may determine that a Participant’s transfer from the Company to a successor or related employer is not considered a Separation from Service.

(gg)      "Scheduled Withdrawal Date" shall mean the distribution date elected by the Participant for an in-service withdrawal of amounts from such Accounts deferred in a given Plan Year, and earnings and losses attributable thereto, as set forth on the election form for such Plan Year.

(hh)      “Stock” shall mean the Common Shares of Biomet, Inc.

(ii)        “Stock Option Gains,” with respect to a given stock option award granted by the Company to a particular Participant under a Company-sponsored stock option program, shall mean the difference in dollar value, determined as of the date of reference, between the exercise price and the stock option and the fair market value of the underlying stock as of the date of reference.

(jj)        “Stock Unit” means a unit of value, equal at any relevant time to the value of a share of Stock or Restricted Stock, as applicable, established by the Committee as a means of measuring value of the Stock-related portion of an Account under the Plan.

(kk)      "Trust" shall mean the Biomet, Inc. Deferred Compensation Plan Trust.

(ll)        "Trustee" shall mean Committee or any successor trustee appointed by the Committee.

(mm)    “Vested” means, with respect to an Account, that portion of the Participant’s interest in his or her Account that is nonforfeitable, as determined under Article V.

1.2       Rules of Construction .

  (a)        The provisions of the Plan shall be construed and governed in all respects under and by the laws of the State of Indiana, to the extent not preempted by federal law.

  (b)        Words used in the masculine gender shall be construed to include the feminine gender where appropriate, and vice versa.

  (c)        Words used in the singular shall be construed to include the plural where appropriate, and vice versa.

  (d)        The headings and subheadings in the Plan are inserted for the convenience of reference only and are not to be considered in the construction of any provision of the Plan.   

ARTICLE II

PARTICIPATION

2.1       Determination of Eligible Person.

The Committee shall, from time to time, determine which persons are Eligible Persons under the Plan.  An Eligible Person shall become a Participant only after completing such forms and making such elections as the Committee may prescribe, including an agreement to be bound by the terms of the Plan and all determinations of the Committee.

2.2       Enrollment.

An Eligible Person shall become a Participant in the Plan by electing to make deferrals in accordance with Section 3.1, in accordance with such procedures as may be established from time to time by the Committee.  An individual who, at any time, ceases to be an Eligible Person, as determined in the sole discretion of the Committee, other than an Eligible Person who (i) becomes employed by a related company of the Company, which is not a Participating Subsidiary or (ii) is transferred to an international assignment, shall continue to be eligible to make deferrals until the end of the Plan Year in which the employee ceases to be an Eligible Person, and no future deferrals will be allowed until such time as the individual again becomes an Eligible Person.  In such case, the individual may remain a Participant in the Plan with respect to amounts already deferred.  A Participant shall remain a Participant until all amounts to which he or she is entitled under the Plan have been paid.

2.3       Transferred Employees.

An Eligible Person who (i) becomes employed by a related company of the Company, which is not a Participating Subsidiary or (ii) is transferred to an international assignment, shall not be eligible to make any further deferrals under the Plan, however, such individual shall remain a Participant in the Plan with respect to amounts already deferred.  Any deferrals for the current Plan Year shall terminate as of the date of transfer.

2.4       Amendment of Eligibility Criteria.

The Committee may, in its discretion, change the criteria for eligibility to comply with all applicable laws relating to salary grade and compensation levels; provided, however, that no change in the criteria for eligibility of any officer of the Company shall be effected unless such changes are (i) within parameters established by the Compensation Committee of the Board of Directors of the Company, or (ii) approved by the Compensation Committee of the Board of Directors of the Company.

ARTICLE III

DEFERRAL ELECTIONS

3.1       Elections to Defer Compensation.

(a)        Initial Election Period .  Subject to the provisions of Article II, each Participant may elect to defer Compensation by filing with the Committee an election that conforms to the requirements of this Section 3.1, on a form provided by the Committee, no later than the last day of his or her Initial Election Period.

(b)        Deferral of Compensation - General Rule .  The amount of Compensation which a Participant may elect to defer is such Compensation earned on or after the time at which the Participant elects to defer in accordance with Section 3.1(a).  A Participant may defer up to 100% of his or her Compensation provided that the total amount deferred by the Participant shall be limited in any calendar year, if necessary, to satisfy Social Security Tax (including Medicare), income tax and employee benefit plan withholding requirements, each as applicable, as determined in the sole and absolute discretion of the Committee.  The minimum contribution which may be made in any Plan Year by a Participant shall not be less than $5,000, provided such minimum contribution can be satisfied from any element of Compensation.

(c)        Duration of Compensation Deferral Election .  A Participant's initial election to defer Compensation must be received by the Committee prior to the last day of the Initial Election Period and is to be effective with respect to Compensation received after such deferral election is processed.  A Participant may increase, decrease or terminate a deferral election with respect to Compensation for any subsequent Plan Year by filing a new election on or before April 30 prior to the beginning of the next Plan Year, which election shall be effective on the first day of the next following Plan Year.  In the case of an employee who becomes a Participant after the Effective Date, such Participant shall have 30 days from the date he or she has become an Eligible Person to make an initial election with respect to Compensation.  Such election shall be for the remainder of the Plan Year, in the event the Plan Year has commenced.

(d)        Deferral of Stock Option Gains .  In accordance with the rules established by the Committee, a Designated Person may elect to defer all or any portion of Stock Option Gains attributable to non-qualified stock options and receive a credit of Stock Units.  Any deferral election must occur in a time period designated by the Committee from time to time in accordance with the Plan.  The Designated Person must attest to ownership of Stock equal in value to the total amount of the option exercise price and the Stock used for this purpose must have been held by the Designated Person for at least the period of time required by the applicable stock option plan of the Company.  All such deferrals shall be invested and held only in Stock Units as provided in Section 3.2(c).  A Designated Person shall be entitled to make a Stock Option Gains deferral at the time and in the form and manner determined by