BIOMET, INC. DEFERRED COMPENSATION PLAN

Exhibit 10.2

BIOMET, INC.

DEFERRED COMPENSATION PLAN

(POST-409A PLAN)

Effective as of January 1, 2005

(For Contributions Received After December 31, 2004)

TABLE OF CONTENTS

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BIOMET, INC.

DEFERRED COMPENSATION PLAN

(POST-409A PLAN)

PREAMBLE

1. The Company desires to establish the Biomet, Inc. Deferred Compensation Plan, effective as of January 1, 2005. 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. Notwithstanding any provision in the Plan to the contrary, this Plan supersedes and replaces the Biomet, Inc. Deferred Compensation Plan that was effective as of December 1, 2003 ("Prior Plan") with respect to deferrals and Company contributions made on or after January 1, 2005, and is intended to comply with the requirements of Code Section 409A. This Plan shall not apply to, replace or supersede the Prior Plan with respect to any amounts that were deferred and Vested under the Prior Plan on or before December 31, 2004 and the Prior Plan shall continue in full force and effect with respect to such amounts.

2. The Plan is an unfunded benefit plan within the meaning of ERISA Sections 201, 301 and 401 and the 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/Performance Bonus 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

Section 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, Performance 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) "Code" shall mean the Internal Revenue Code of 1986, as amended.

(f) "Committee" shall mean the Benefits Committee appointed by the President of the Company in accordance with Article VII.

(g) "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.

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(h) "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.

(i) "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 and/or Performance Bonus.

(j) "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 and/or Performance Bonus.

(k) "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 (other than Performance 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, or (iii) 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.

(l) "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 and/or Performance Bonus that he or she elects to defer, and (2) net earnings and losses attributable to such Account pursuant to Section 4.1.

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

(n) "Disability" shall mean the Participant is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, (i) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan maintained by the Company or a Participating Subsidiary for employees, within the meaning of Code Section 409A(a)(2)(C) and Treasury regulation § 1.409A-3(i)(4).

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

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(p) "Distribution Event" shall mean the earliest to occur of (i) the Participant’s Separation from Service, (ii) the Participant’s Scheduled Withdrawal Date, (iii) the Participant’s Disability, (iv) approval of Hardship Distribution, or (v) the Participant’s death.

(q) "Effective Date" shall be January 1, 2005.

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

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

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

(u) "Hardship Distribution" shall mean a distribution due to an "Unforeseeable Emergency" within the meaning given to that term under Code Section 409A and Treasury regulation § 409A-3(i)(3). In general "Unforeseeable Emergency" means 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 Code Section 152(a)), 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. 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.

(v) "Initial Election Period" shall mean the 30-day period (or such longer period elected by the Committee) immediately preceding the Plan Year beginning after the date on which an individual first becomes an Eligible Person.

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

(x) "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.

(y) "Payment Date" shall be the February 1 of the Plan Year following the Participant’s Distribution Event; provided, however, for Plan Years beginning after December 31, 2005, the "Payment Date" shall be the July 1 of the Plan Year following the Participant’s Distribution Event. Notwithstanding the preceding provisions, with respect to Distribution Events first occurring after December 31, 2007, the "Payment Date" shall be a date within the 30-day period immediately following the end of the month in which the Distribution Event occurs.

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(z) "Performance Bonus" shall mean any bonus intended to qualify as "performance-based compensation" under Code Section 409A and Treasury regulation § 1.409A-1(e) and for which the Eligible Person must be employed on the last day of the 12-month performance period to be entitled to receive the Performance Bonus. Amounts distributed from a Participant’s Accounts in any Plan Year shall not be considered a Performance Bonus again in the year of distribution.

(aa) "Plan" shall be the Biomet, Inc. Deferred Compensation Plan (Post-409A Plan), as amended from time to time.

(bb) "Plan Year" shall be June 1 through May 31 (the Company’s Fiscal Year); provided, however, that the first Plan Year shall be the short year beginning January 1, 2005 and ending on May 31, 2005; provided, further, however, that effective as of January 1, 2006, the Plan Year shall be the calendar year.

(cc) "Separation from Service" shall mean a "separation from service" within the meaning of Code Section 409A(2)(A)(i) and Treasury regulation § 1.409A-1(h) and 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 within the meaning of Code Sections 414(b), or (c), 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 within the meaning of Code Sections 414(b), or (c), in which he or she serves for any reason other than death.

(dd) "Scheduled Withdrawal Payment Date" shall mean the date elected by the Participant for payment of amounts from his Accounts that will be deferred in a given Plan Year, and earnings and losses attributable thereto, to be made or to begin to be made as set forth on the Participant’s election form for such Plan Year. A Participant’s Scheduled Withdrawal Date can be no earlier than two years from the last day of the Plan Year for which the applicable deferrals of Compensation and/or Performance Bonus are made.

(ee) "Specified Employee" shall mean an individual who, at the time of his Separation from Service, is a "specified employee" within the meaning of Code Section 409A(2)(B)(i) and Treasury regulation § 1.409A-1(i). Effective for Plan Years beginning on or after January 1, 2008, for purposes of the preceding sentence, the "specified employee identification date" shall be December 31 (of the prior Plan Year) and the "specified employee effective date" shall be the following April 1.

(ff) "Trust" shall mean any trust established by the Company to hold assets of the Plan.

(gg) "Trustee" shall mean any trustee appointed by the Committee.

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(hh) "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.

Section 1.2. Rules of Construction .

(a) The Plan is intended to comply with (i) Code Section 409A and (ii) the applicable provisions of ERISA, and it shall be interpreted and administered in accordance with such intent. Except as provided in the preceding sentence or as otherwise expressly provided herein, the Plan shall be construed, enforced, and administered, and the validity thereof determined, in accordance with the internal laws of the State of Indiana without regard to conflict of law principles, and the following provisions of this Section.

(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

Section 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.

Section 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.

Section 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 respe