RESTATED ZIMMER PUERTO RICO SAVINGS AND INVESTMENT PROGRAM

Exhibit 10.3

RESTATED
ZIMMER PUERTO RICO
SAVINGS AND INVESTMENT PROGRAM

2007 Restatement

TABLE OF CONTENTS

RESTATED
ZIMMER PUERTO RICO
SAVINGS AND INVESTMENT PROGRAM

PURPOSE

          The purposes of this Zimmer Puerto Rico Savings and Investment Program (the “Plan”) are to encourage eligible employees of Zimmer Holdings, Inc. (“Zimmer”) and certain of its subsidiaries and affiliates who reside in Puerto Rico to save on a regular and long-term basis, to assist eligible employees in the accumulation of funds for retirement, and to enhance the interests of eligible employers in the efficient and successful operation of Zimmer.

INTRODUCTION

          This Plan was established by Zimmer effective August 6, 2001 in conjunction with the spin-off of Zimmer from the Bristol-Myers Squibb Company (“Bristol-Myers Squibb”). In connection with the spin-off of Zimmer, the accounts of active Zimmer employees under the Bristol-Myers Squibb Puerto Rico, Inc. Savings and Investment Program (the “Bristol-Myers Squibb Puerto Rico Plan”) were transferred from the Bristol-Myers Squibb Puerto Rico Plan to this Plan. The Plan was most recently amended and restated effective April 1, 2004. The effective date of this amendment and restatement of the Plan is January 1, 2007.

ARTICLE 1
DEFINITIONS

          For the purposes of the Plan the following terms shall have the following meanings unless a different meaning is plainly required by the context:

           Section 1.01. “Administrative Agent” shall mean the third party administrator appointed by the Administrative Committee, which has the responsibility to receive, cumulate and communicate to the Trustee investment and distribution instructions (including requests for loans for a period of not more than 60 months from the Plan, but excluding loans from the Plan in excess of 60 months, and Financial Hardship withdrawals) received from Participants. With respect to any such responsibilities that are responsibilities of the Administrative Committee as the “administrator” or “named fiduciary” of the Plan under ERISA, the Administrative Agent shall be a delegate of the Administrative Committee in accordance with Section 20.08. With respect to any responsibilities assumed by the Trustee pursuant to the Trust Agreement referred to in Article 19, the Administrative Agent shall be an agent of the Trustee.

           Section 1.02. “Administrative Committee” shall mean the committee referred to in Section 20.02.

           Section 1.03. “Administrative Error” shall mean an error in operating the Plan determined by the Administrative Committee to require correction by permitting additional contributions by the Employee and/or an Employing Company, distributing contributions made to the Plan due to factual error, correcting distributions made in error or otherwise conforming the operations of the Plan to the terms of the Plan.

           Section 1.04. “Affiliate” shall mean any corporation, trade or business if it and Zimmer are members of a controlled group of corporations, or are under common control, or are members of an affiliated service group, within the meaning of Sections 414(b), 414(c),
414(m) or 414(o) of the U.S. Code, respectively; provided , however , that for purposes of Section 6.02, the definitions prescribed by Sections
414(b) and 414(c) of the U.S. Code shall be modified as provided by Section 415(h) of the U.S. Code by substituting “more than 50%” common control for “at least 80%” common control.

           Section 1.05. “After-Tax Contribution” shall mean a contribution to the Plan pursuant to the election described in Section 2.01 by the Employee, which election authorizes the Employee’s Employing Company to deduct the amount of such contribution from the portion of his Annual Benefit Salary or Wages otherwise payable currently for each month without reducing the amount includable in his gross income for federal and Puerto Rico income tax purposes.

           Section 1.06. “Annual Benefit Salary or Wages” shall mean a Participant’s regular salary or wages, prior to any authorized Pre-Tax Contributions pursuant to Section 2.01 or any authorized salary reduction amount pursuant to a plan established under Section 125 or Section 132(f)(4) of the U.S. Code, including total commissions paid during the Plan Year on the basis of sales, to employees of an Employing Company; but excluding any compensation for overtime, special remuneration or bonuses, as determined by an Employing Company from its payroll records. The amount of a Participant’s Annual Benefit Salary or Wages taken into account under the Plan shall not exceed $200,000 as adjusted by the Commissioner of the Internal Revenue Service for increases in the cost of living in accordance with Section 401(a)(17)(B) of the U.S. Code. Amounts under Section 125 of the U.S. Code include any amount not available to a Participant in cash in lieu of group health coverage because the Participant is unable to certify that he or she has other health coverage. An amount will be treated as an amount under Section 125 only if the employer does not request or collect information regarding the Participant’s other health coverage as part of the enrollment process for the health plan.

           Section 1.07. “Basic Contribution” shall mean Pre-Tax Contributions, After-Tax Contributions, or a combination thereof that are so designated by the Employee pursuant to Article 3.

           Section 1.08. “Beneficiary” shall mean the beneficiary designated by the Participant to receive all or part of the amount in the account balance of a Participant, Inactive Participant or Former Participant upon such person’s death in accordance with Article 18.

           Section 1.09. “Benefits Committee” shall mean the committee referred to in Section 20.01.

           Section 1.10. “Board of Directors” shall mean the Board of Directors of Zimmer, or the Executive Committee of such Board of Directors, as they may be constituted from time to time.

           Section 1.11. “Bristol-Myers Squibb” shall mean the Bristol-Myers Squibb Company Puerto Rico, Inc.

           Section 1.12. “Bristol-Myers Squibb Puerto Rico Plan” shall mean the Bristol-Myers Squibb Puerto Rico, Inc. Savings and Investment Program.

           Section 1.13. “Business Day” shall mean any day on which the New York Stock Exchange is open for business.

           Section 1.14. “Committee” shall mean the committee referred to in Article 20.

           Section 1.15. “Effective Date” shall mean August 6, 2001.

           Section 1.16. “Employee” shall mean (i) a person who on the Effective Date was both a common law employee of an Employing Company and a participant in the Bristol-Myers Squibb Puerto Rico Plan, and (ii) with respect to a person who becomes a common law employee of an Employing Company after the Effective Date, (a) a person whose employment is anticipated to be for not less than 1,000 Hours of Service during any eligibility computation period (as defined below); or (b) a person who is employed by an Employing Company and whose employment is anticipated to be for less than 1,000 Hours of Service during any eligibility computation period (as defined below) but who actually completes 1,000 Hours of Service during such eligibility computation period (as defined below); provided , however . Employee shall not include any common law employee of an Employing Company covered by a collective bargaining agreement that does not provide for participation under the Plan, any person designated by an Employing Company as a leased employee of an Employing Company, or any person who performs services for an Employing Company and whom the Employing Company treats for federal and/or Puerto Rico tax purposes as an independent contractor. The foregoing notwithstanding, if any person is subsequently determined to be an Employee by the Internal Revenue Service, the Treasury Department of the Commonwealth of Puerto Rico or any other federal, state or local governmental agency or competent court of authority, such person will be deemed to be an Employee commencing on the date that this determination is finally adjudicated or otherwise accepted by an Employing Company; provided , however , that such person must meet the other requirements of this paragraph and that such person shall not, under any circumstances, be deemed to be an Employee for the period of time during which such Employing Company treated the person as an independent contractor for federal and/or Puerto Rico tax purposes regardless of whether the determination of the status of the person as an Employee has retroactive effect. In addition, any person who performs services for an Employing Company, regardless of whether such person is a common law employee or an independent contractor of an Employing Company, shall not be an Employee for any period of time during which such person has agreed in writing that such person will not participate in the Plan or generally an Employing Company’s employee benefit plans.

          For purposes of this Section, (a) “eligibility computation period” shall mean the twelve-month period beginning on the first date an Employee is credited with an Hour of Service with an Employing Company, provided , however , that after this initial computation period, the eligibility computation period will become the Plan Year, beginning with the Plan Year immediately commencing after the Employee’s initial employment date occurred, (b) a person

described in clause (ii)(b) above may become a Participant in the Plan as of the first Enrollment Date following the end of the eligibility computation period in which the Employee completes 1,000 Hours of Service, and (c) the term “leased employee” means any person (other than an employee of the recipient) who pursuant to an agreement between the recipient and any other person (“leasing organization”) has performed services for the recipient (or for the recipient and related persons determined in accordance with Section 414(n)(6) of the U.S. Code) on a substantially full-time basis for a period of at least 1 year, and such services are performed under the primary direction or control by the recipient, or any person who is a leased employee pursuant to Section 414(o) of the U.S. Code.

           Section 1.17. “Employing Company” shall mean Zimmer Caribe and any Affiliate that the Board of Directors or the Administrative Committee may from time to time determine to bring under the Plan and that adopts the Plan, and any successor of any of them.

           Section 1.18. “Employing Company Contributions” shall mean contributions made by an Employee’s Employing Company pursuant to Article 5.

           Section 1.19. “Enrollment Date” shall mean any Business Day on which an Employee elects to enroll in the Plan.

           Section 1.20. “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended, and interpretive rules and regulations.

           Section 1.21. “Fixed Contribution” shall mean an Employing Company Contribution made pursuant to Section 5.04.

           Section 1.22. “Former Participant” shall mean an individual who is no longer employed by an Employing Company or any of its Affiliates but for whom an account balance is maintained in the Trust.

           Section 1.23. “Group A Participant” means, with respect to a payroll period, a Participant who is an Employee, a Plan participant and an active participant in, and accruing benefits under, the Zimmer Puerto Rico Retirement Income Plan, during that payroll period.

           Section 1.24. “Group B Participant” means, with respect to a payroll period, a Participant other than a Group A Participant for that payroll period.

           Section 1.25. “Highly Compensated Employee” shall mean any Employee who performed services for an Employing Company or an Affiliate during the Plan Year for which a determination is being made (the “Determination Year”) and who:

     (a) was at any time in the Determination Year or the immediately preceding Determination Year a five-percent (5%) owner, as defined in Section 416(i) of the U.S. Code; or

     (b) for the immediately preceding Determination Year, received compensation as defined in Section 415(c)(3) of the U.S. Code from the

Employing Company or an Affiliate in excess of $80,000, as adjusted by the Secretary of the Treasury in accordance with Section 414(q) of the U.S. Code.

          The determination of Highly Compensated Employees made pursuant to this Section shall be made in accordance with Section 414(q) of the U.S. Code. With respect to Puerto Rico Participants, “Highly Compensated Employee” also has the meaning set forth in Section 1165(e)(3)(E)(ii) of the Puerto Rico Code as such term refers to the requirements of the Puerto Rico Code.

           Section 1.26. “Hours of Service” shall mean, with respect to a person who is a common law employee of an Employing Company or an Affiliate, each hour for which:

     (a) he is paid, or entitled to payment, for the performance of duties for an Employing Company as determined by the Employing Company;

     (b) back pay, irrespective of mitigation of damages, is either awarded or agreed to by an Employing Company;

     (c) he is paid, or entitled to payment, by an Employing Company on account of a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including disability), layoff, jury duty, military duty or leave of absence;

     (d) a court order, agreement with the U.S. Department of Labor or other federal, Puerto Rico or local government agency or department, or other similar agreement requires that service be awarded;

     (e) he is absent without pay during a leave of absence, period of layoff not to exceed six months or disability leave as provided in Article 17; and

     (f) he is paid, or entitled to payment, for the performance of duties prior to the Effective Date for an employer participating in the Bristol-Myers Squibb Puerto Rico Plan.

          For purposes of paragraph (a) above, Hours of Service shall be credited for the period during which the duties are performed and for purposes of paragraph (b), Hours of Service shall be credited for the period to which the award or agreement pertains. For the purposes of paragraphs (c) and (d), Hours of Service shall be credited for the period during which the absence occurs (but not to exceed six months for layoff) and during such period of absence, shall be credited as though the period of absence were a period of active employment with an Employing Company. The same Hours of Service shall not be credited under more than one of paragraphs (a), (b), (c), (d), (e) or (f). It shall be assumed that each Employee as to whom Employing Company records do not and are not required by law to reflect hours worked for any relevant period, worked 45 hours for each week for which he or she would be required to be credited with at least one Hour of Service under Department of Labor Regulations 2530.200b-2.

           Section 1.27. “Inactive Participant” shall mean a Participant who remains employed by an Employing Company or an Affiliate whose Pre-Tax Contributions and After-Tax Contributions to the Plan have been suspended for any of the reasons provided in the Plan.

           Section 1.28. “Investment Fund” shall mean an investment option established in accordance with Article 8, including (but not limited to) the Zimmer Stock Fund; portfolios managed by the Trustee, the Benefits Committee (or its delegate) or an Investment Manager; investments in any mutual fund that is registered under the Investment Company Act of 1940; and any commingled trust fund (including any group trust meeting the requirements of Revenue Ruling 81-100) established for the investment of funds of profit sharing and pension plans, which trust is exempt from tax under Section 501(a) of the U.S. Code, by reason of qualifying under Section 401(a) of the U.S. Code or Section 1022(i)(1) of ERISA (as such Sections may be renumbered, amended or re-enacted). Effective December 2, 2009, the Zimmer Stock Fund shall be liquidated and cease to be an Investment Fund.

           Section 1.29. “Investment Manager” has the meaning given such term under Section 3(38) of ERISA.

           Section 1.30. “One Year Break-in-Service” shall mean a consecutive twelve month period used to determine an Employee’s Years of Service during which period that Employee has not completed more than 500 Hours of Service. Solely for determining whether an Employee has a One Year Break in Service, an Employee who is absent from work by reason of pregnancy, birth of a child of the Employee, placement of a child with an Employee because of the adoption of such child, or for purposes of caring for a child of the Employee for a period beginning with the birth or placement of the child shall be credited with the number of Hours of Service the Employee would have normally been credited with during the period of absence from service; provided , however, the total Hours of Service credited shall not exceed 501 hours and shall be credited (i) only to the Plan Year in which the absence from service begins if the Employee would have a One Year Break in Service in that Plan Year, or (ii) if the Employee would not have a One Year Break in Service in the Plan Year in which the absence from service begins, in the immediately following Plan Year. The Plan shall not credit Hours of Service as provided above unless the Employee furnishes to the Administrative Committee such timely information as the Plan may reasonably require to establish that the absence from work is for the reasons described above and the number of days of absence for such purpose.

           Section 1.31. “Participant” shall mean an Employee who has elected to participate in the Plan as provided in Article 2 and whose active participation in the Plan at the time of reference has not been suspended or terminated as provided in the Plan. If a Participant becomes represented by a collective bargaining agent after he has elected to participate in the Plan, such Participant’s right to continue to participate shall be determined in accordance with the terms of the contract between the collective bargaining agent and the Employing Company. If the contract provides that the Participant shall no longer continue to participate, the Participant shall be deemed to have elected to suspend Pre-Tax Contributions and After-Tax Contributions and the Participant shall become an Inactive Participant.

           Section 1.32. “Participant Loan Fund” shall mean an account invested in debt obligations evidencing loans to the Participant pursuant to Section 12.04.

           Section 1.33. “Plan” shall mean the Zimmer Puerto Rico Savings and Investment Program as set forth in this document and the employee benefit plan so established.

           Section 1.34. “Plan Year” shall mean a calendar year or, in the case of the first plan year, the period commencing on the Effective Date and ending on December 31, 2001.

           Section 1.35. “Pre-Tax Contribution” shall mean a contribution to the Plan pursuant to an Employee’s election described in Section 2.01, which election authorizes the Employee’s Employing Company to reduce, by the amount of the contribution, (i) the portion of his Annual Benefit Salary or Wages payable currently for each month and (ii) the amount includible in his gross income for federal or Puerto Rico income tax purposes.

           Section 1.36. “Puerto Rico Code” shall mean the Puerto Rico Internal Revenue Code of 1994, as amended from time to time, and interpretive rules and regulations, and any statute that supersedes the same. Reference to any section of the Puerto Rico Code includes reference to any comparable or succeeding provisions or regulation that amends, supplements or replaces the section.

           Section 1.37. “Qualified Nonelective Contribution” shall mean a contribution made on behalf of an Employee by the Employee’s Employing Company pursuant to Section 5.03 that is neither an Employing Company Contribution nor a Pre-Tax Contribution or After-Tax Contribution, that is 100% vested at all times, and that may not be distributed from the Plan, on account of hardship or otherwise, prior to separation from service or death of the Employee, his attainment of age 59 ¹ / ₂ or becoming disabled and entitled to receive disability payments under a disability pay plan maintained by an Employing Company, or the termination of the Plan without establishment of a successor plan, as required under Section 401(m)(4) of the U.S. Code and under Section 1165(e)(3)(E)(ii) of the Puerto Rico Code.

           Section 1.38. “Rollover Contribution” has the meaning given such term in Section 7.01.

           Section 1.39. “Supplementary Contribution” shall mean Pre-Tax Contributions, After-Tax Contributions, or a combination thereof that are so designated by the Employee pursuant to Article 3.

           Section 1.40. “Telephonic Notification” shall mean any communication acceptable to the Administrative Agent, including communication via telephone, telegraph, satellite, internet web site, or other wireless communication.

           Section 1.41. “Trust Agreement” shall mean any agreement entered between Zimmer and the Trustee in accordance with Article 19 relating to the holding, investment and reinvestment of the assets of the Plan, together with all amendments thereto and shall include any agreement establishing a custodial account for the investment of the assets.

           Section 1.42. “Trustee” shall mean the Trustee or Trustees under the Trust Agreement and shall include any person holding assets in a custodial account pursuant to the

Trust Agreement. The term Trustee shall include any delegate of the Trustee as may be provided in the Trust Agreement.

           Section 1.43. “U.S. Code” shall mean the United States Internal Revenue Code of 1986, as amended from time to time, and any statute that supersedes the same. Reference to any section of the U.S. Code includes reference to any comparable or succeeding provision of regulation that amends, supplements or replaces the section.

           Section 1.44. “Valuation Date” shall mean any date specified by the Administrative Committee or, if the Administrative Committee does not so specify, shall mean:

     (a) with respect to valuation of Investment Funds, as of the close of each Business Day;

     (b) with respect to any inter-Investment Fund transfer pursuant to Sections 8.03, as of the close of the first Business Day coincident with or immediately following the date the Participant requests such transfer;

     (c) with respect to withdrawals in the case of Financial Hardship pursuant to Section 12.03, as of the close of the first Business Day following the date upon which such withdrawal is approved;

     (d) with respect to all other distributions and withdrawals, as of the close of the first Business Day coincident with or next following the date the Participant, Inactive Participant, Former Participant or Beneficiary (as applicable) requests such distribution or withdrawal, provided , however , that the Valuation Date with respect to any payments that qualify as eligible rollover distributions pursuant to Section 13.07 shall be delayed by such waiting period as may apply by law or regulation to such distributions.

          The foregoing notwithstanding, (i) if upon any otherwise applicable Valuation Date trading in Zimmer Stock is suspended by the Securities and Exchange Commission or halted pursuant to the rules of the New York Stock Exchange and does not resume prior to the close of that day, then, with respect to any valuation of the Zimmer Stock Fund, inter-Investment Fund transfer, distribution or withdrawal for which a determination of the net asset value of units in the Zimmer Stock Fund and the closing price per share of Zimmer Stock is required, the Valuation Date shall be delayed to the close of the next business day on which trading of Zimmer Stock resumes; provided , however , that where the suspension or halt in trading occurs on the last Valuation Date of any month or continues through the close of business on that day, then the Valuation Date shall not be delayed, and the Administrative Agent shall determine the net asset value of units in the Zimmer Stock Fund and a deemed closing price per share of Zimmer Stock as of that date in accordance with a uniform valuation procedure established by the Administrative Committee, which shall be applied in a uniform and non-discriminatory manner to all persons similarly situated; or (ii) if there is insufficient liquidity in the Zimmer Stock Fund to allow for same day withdrawals or transfers to other investment funds, the Trustee will suspend transactions requiring the sale of Zimmer Stock Fund units until sufficient fund

liquidity is restored, and the Valuation Date with respect to such suspended transactions shall be delayed to the close of the business day on which the sale of Zimmer Stock Fund units occurs.

           Section 1.45. “Year of Service” shall mean with respect to an Employee, the twelve month period commencing on the Employee’s date of hire, and each calendar year subsequent to the Employee’s date of hire, during which an Employee has completed at least 1,000 Hours of Service. If the Employee has incurred a One Year Break in Service by reason of termination of service and is reemployed by an Employing Company, in respect of the period subsequent to his reemployment, the calendar year that includes his date of reemployment and each succeeding calendar year, provided he has completed at least 1,000 Hours of Service during each such calendar year. If the Employee has not incurred a One Year Break in Service by reason of termination of service and is reemployed by an Employing Company, he shall continue to be credited with Years of Service as provided above. An Employee shall not be credited with Years of Service in respect of any period prior to the date on which the Plan (or any predecessor plan as defined by regulations of the Secretary of the Treasury or his delegate) became effective with respect to the Employee’s Employing Company. Years of Service shall include any period of service that was recognized for purposes of determining Years of Service under the Bristol-Myers Squibb Puerto Rico Plan as of the Effective Date.

           Section 1.46. “Zimmer” shall mean Zimmer Holdings, Inc., a Delaware Corporation.

           Section 1.47. “Zimmer Stock” shall mean the shares of common stock of Zimmer, which are registered for the purpose of the Plan from time to time with the Securities and Exchange Commission.

           Section 1.48. “Zimmer Stock Fund” shall mean the Investment Fund invested primarily in shares of Zimmer Stock.

          Masculine pronouns include the feminine as well as the masculine gender.

ARTICLE 2
ELIGIBILITY AND PARTICIPATION

           Section 2.01. Participation .

     (a) Solely for purposes of contributing Pre-Tax Contributions and After-Tax Contributions to the Plan, an Employee may elect to participate in the Plan on the Enrollment Date immediately following the date that is after the date on which such person completes one Hour of Service. Any Pre-Tax Contributions or After-Tax Contributions allocated to a Participant’s Account before the Enrollment Date described in paragraph (b) below will be Supplementary Contributions.

     (b) For purposes of receiving Employing Company Contributions, (1) an Employee hired on or after April 1, 2004 may elect to participate in the Plan on the Enrollment Date immediately following the date which is six months

after the date on which such person completes one Hour of Service, provided that he is an Employee on such date; and (2) an Employee hired prior to April 1, 2004 may elect to participate in the Plan on the Enrollment Date immediately following the date on which such person completes an Hour of Service, provided that he is an Employee on such date.

           Section 2.02. Enrollment . Any Employee may elect to participate in the Plan, beginning with the Enrollment Date described in Section 2.01, if on such date the Employee authorizes Pre-Tax Contributions, After-Tax Contributions, or both, from the Employee’s Annual Benefit Salary or Wages in accordance with Section 3.01 and directs the investment of such Pre-Tax Contributions or After-Tax Contributions in accordance with Article 8. For any month, the Pre-Tax Contributions and After-Tax Contributions elected by a Participant cannot, in the aggregate exceed sixteen percent (16%) of the portion of the Participant’s Annual Benefit Salary or Wages otherwise payable for such month; provided , however, that to correct an Administrative Error, the total Pre-Tax Contributions and After-Tax Contributions elected by the Participant can, in the aggregate, exceed sixteen percent (16%) of the portion of the Participant’s Annual Benefit Salary or Wages otherwise payable for such month, but only to the extent necessary to correct such Administrative Error. Such authorization and direction shall be by Telephonic Notification.

           Section 2.03. Service with an Affiliate . Any common law employee of an Affiliate that is not an Employing Company or of a division or branch of an Employing Company or who is included in an employee classification that is not participating in the Plan, who becomes an Employee may elect to participate in the Plan as provided in this Article 2, and for purposes of Article 10, such Employee’s service with any Affiliate that is not an Employing Company, or with a division or branch of an Employing Company that is not participating in the Plan or in a classification of Employees ineligible to participate in the Plan, shall be taken into account in the same manner and to the same extent as if such service had been employment as an Employee with an Employing Company.

ARTICLE 3
BASIC AND SUPPLEMENTARY CONTRIBUTIONS

           Section 3.01. Contribution Amount . Subject to Article 6 hereof and Section 2.01, an Employee may authorize a Basic Contribution from his Annual Benefit Salary or Wages of from 2% to 6% (in whole percentages) of his Annual Benefit Salary or Wages, and a Supplementary Contribution from his Annual Benefit Salary or Wages of from 1% to 10% (in whole percentages) of his Annual Benefit Salary or Wages; provided , however , that, except as otherwise provided in Section 2.01(a), the Employee may not authorize a Supplementary Contribution for any month unless he has authorized a Basic Contribution equal to 6% of his Annual Benefit Salary or Wages for such month. Notwithstanding the foregoing, to the extent necessary to correct an Administrative Error, a Participant may authorize a Basic Contribution from his Annual Benefit Salary or Wages in excess of 6% (in whole percentages) of his Annual Benefit Salary or Wages and a Supplementary Contribution from his Annual Benefit Salary or Wages in excess of 10% (in whole percentages) of his Annual Benefit Salary or Wages. Any authorization of a Basic Contribution or Supplementary Contribution to correct an Administrative Error shall be made in accordance with principles and procedures established by

the Administrative Committee that are applicable to all persons similarly situated, setting forth the timing and manner of such authorization; provided , however , that the Administrative Committee may determine the period during which such additional Basic or Supplementary Contributions may be made. Except as otherwise provided in Section 2.01, an Employee may authorize Basic or Supplementary Contributions in the form of Pre-Tax Contributions, After-Tax Contributions, or a combination thereof. Basic or Supplementary Contributions authorized by a Participant to effect a correction of an Administrative Error shall be accounted for separately in the Plan Year in which made. If the percentage of a Participant’s Annual Benefit Salary or Wages contributed on his behalf to the Plan as Pre-Tax Contributions for any month is 6% or greater, then the Participant’s After-Tax Contribution, if any, for that month shall be deemed a Supplementary Contribution, unless such Pre-Tax Contributions for any month equal or exceed 6% solely due to a correction of an Administrative Error. If the percentage of a Participant’s Annual Benefit Salary or Wages contributed on his behalf to the Plan as a Pre-Tax Contribution is less than 6% for any month, then, except as otherwise provided in Section 2.01(a), such Pre-Tax Contribution shall be a Basic Contribution and the Employee’s After-Tax Contribution, if any, for that month shall be a Basic Contribution to the extent it does not exceed the difference between (i) 6% of the Employee’s Annual Benefit Salary or Wages for such month and (ii) the Employee’s Pre-Tax Contribution for such month; any remaining After-Tax Contribution shall be a Supplementary Contribution; provided , however, that the Administrative Committee may determine that different percentage allocations between Basic and Supplementary Contributions are required to correct an Administrative Error to the extent a Participant elects under this Section 3.01 to make, or under Section 4.01 to reduce, his Pre-Tax Contribution and/or After-Tax Contributions below 6% of his Annual Benefit Salary or Wages, then such Contribution shall be deemed to be made first to correct any Administrative Error. Pre-Tax Contributions and After-Tax Contributions will begin with the first month commencing after the Enrollment Date on which the Employee begins participation in the Plan.

           Section 3.02. Monthly Basis . Pre-Tax Contributions and After-Tax Contributions shall be computed on a monthly basis. Pre-Tax Contributions and After-Tax Contributions during each month period shall be remitted to the Trustee as soon as such contributions can reasonably be segregated from the Employing Company’s general assets after the end of each month, but not later than fifteen (15) business days following the end of the month in which the contributions are withheld from the Participant’s paycheck, or as otherwise required by ERISA.

           Section 3.03. Contributions from Salary and Wages . A Participant shall be entitled to contribute to the Plan only through Annual Benefit Salary or Wages deductions. No deduction shall be made until the Employee has authorized the Administrative Agent by Telephonic Notification to deduct from his Annual Benefit Salary or Wages the amount of the Pre-Tax Contribution or After-Tax Contribution to the Plan, specifying the exact percentage.

           Section 3.04. Elections Under the Bristol-Myers Squibb Puerto Rico Plan . All elections made by Participants that are in force under the Bristol Myers Squibb Puerto Rico Plan as of the Effective Date, shall be recognized and enforced under this Plan until changed by the Participant in accordance with the provisions of this Plan including, but not limited to, contribution elections under Section 3.01, investment elections under 8.02, and beneficiary

designations under Section 18.01. Any election by a Participant under the Bristol-Myers Squibb Puerto Rico Plan to invest Pre-Tax Contributions, After-Tax Contributions or Rollover Contributions in any investment fund offered under the Bristol-Myers Squibb Puerto Rico Plan that is not an Investment Fund under this Plan, shall be invested in the Investment Fund selected by the Administrative Committee.

ARTICLE 4
CHANGE IN CONTRIBUTIONS

           Section 4.01. Contribution Change Notification . A Participant may change, effective as of the first day of any month (or as soon thereafter as administratively feasible), the percentage of his Annual Benefit Salary or Wages that he has authorized as his Pre-Tax Contributions or After-Tax Contributions to another permissible percentage by giving Telephonic Notification. Notwithstanding anything above to the contrary, if the Participant’s Pre-Tax Contributions must be reduced to meet the nondiscrimination requirements of Section 401(k) of the U.S. Code and/or Section 1165(e) of the Puerto Rico Code, then to the extent the Participant authorizes, the Participant may change the percentage of his Annual Benefit Salary or Wages authorized as his After-Tax Contributions to include such former Pre-Tax Contributions by giving Telephonic Notification.

           Section 4.02. Effectiveness of Change . In the event of a change in the Annual Benefit Salary or Wages of a Participant, the percentage of his Pre-Tax Contributions and After-Tax Contributions, if any, currently in effect shall be applied as soon as practicable with respect to such changed Annual Benefit Salary or Wages, without action by the Participant.

           Section 4.03. Suspension of Contributions . In the event that, pursuant to a Participant’s satisfaction of the conditions set forth in Section 12.03, the Administrative Committee approves a withdrawal of Pre-Tax Contributions from the Plan due to Financial Hardship, his Pre-Tax Contributions and After-Tax Contributions under the Plan may be suspended for the six month period commencing on the date of the Financial Hardship withdrawal under the Plan in accordance with Article 12.

ARTICLE 5
EMPLOYING COMPANY CONTRIBUTIONS

           Section 5.01. Matching Contributions .

     (a) Subject to the provisions of Article 6 and Section 2.01, for each month, each Employing Company shall contribute, on behalf of each eligible Group A Participant in its employ during that month, an Employing Company Contribution equal to 75% of the first 6% of the Participant’s Basic Contributions (whether consisting of Pre-Tax Contributions, After-Tax Contributions, or a combination thereof) for that month.

     (b) Subject to the provisions of Article 6 and Section 2.01, for each month, each Employing Company shall contribute, on behalf of each eligible Group B Participant in its employ during that month, an Employing Company

Contribution equal to 100% of the first 6% of the Participant’s Basic Contributions (whether consisting of Pre-Tax Contributions, After-Tax Contributions, or a combination thereof) for that month.

     (c) Any amount applied as a credit in reduction of an Employing Company Contribution for any month in accordance with Section 13.05 shall be considered as a part of the Employing Company Contribution for such month. Any Employing Company Contribution made with respect to any portion of a Participant’s Basic Contribution that is attributable to the correction of an Administrative Error shall be calculated separately.

           Section 5.02. Supplementary Contributions Not Matched . Employing Company Contributions will not be made with respect to Supplementary Contributions.

           Section 5.03. Qualified Nonelective Contributions . Qualified Nonelective Contributions may be made by an Employing Company on behalf of Employees who are not Highly Compensated Employees, in order to satisfy the Actual Deferral Percentage tests under Section 401(k) (3) of the U.S. Code and Section 1165(e) (3) of the Puerto Rico Code, as applicable, and the Actual Contribution Percentage test under Section 401(m) (2) of the U.S. Code. Where made to satisfy each such tests, Qualified Nonelective Contributions shall be allocated among those Employees eligible to participate in the Plan who are not Highly Compensated Employees, beginning with the Employee who has the lowest amount of compensation within the meaning of Section 414(s) of the U.S. Code for the Plan Year to which the contributions relate and allocating to his account whatever amount is required to satisfy the test, limited to the maximum permitted under Section 415 of the U.S. Code, or as otherwise applicable under the Puerto Rico Code, and if further allocations are required, repeating the same procedure with respect to each Employee having the next lowest amount of compensation (as defined under Section 414(s) of the U.S. Code) for the year, until the Employing Company shall determine that the test has been satisfied. Notwithstanding the foregoing, any Qualified Nonelective Contribution will satisfy the limits set forth in section 1.401(k)-2(a)(6) of the U.S. Treasury Regulations and any applicable requirements under the Puerto Rico Code. An Employing Company shall maintain records sufficient to demonstrate satisfaction of each such test and the amount of Qualified Nonelective Contributions used in each such test. Qualified Nonelective Contributions may also be made, where appropriate, to correct an Administrative Error. Qualified Nonelective Contributions shall be allocated as of a date within, and made before the last day of the twelve-month period immediately following, the Plan Year to which the contributions relate.

           Section 5.04. Fixed Contributions . Subject to the provisions of Article 6 and Section 2.01, each Employing Company shall contribute, on behalf of each Group B Participant who is in its employ on the last day of the Plan Year, an amount equal to 2% of the Participant’s Annual Benefit Salary and Wages for the Plan Year paid while the individual was an active Group B Participant.

ARTICLE 6
LIMITATIONS ON CONTRIBUTIONS

           Section 6.01. Contributions Subject to Limitations . Any provision of Article 3 or Article 5 to the contrary notwithstanding, the Pre-Tax Contributions, After-Tax Contributions and Employing Company Contributions made on behalf of a Participant under this Plan for any Plan Year shall be subject to the limitations of this Article 6.

           Section 6.02. Limitation on Annual Additions .

     (a) Anything to the contrary notwithstanding, the Plan shall be administered in a manner that will result in its complying with the provisions of Section 415 of the U.S. Code. In the case of a Participant who is permanently and totally disabled (as defined in Section 21(e)(3) of the U.S. Code) and is eligible to receive disability payments under a disability pay plan maintained by his Employing Company, the term “Participant’s compensation” shall mean the compensation the Participant would have received for the year if the Participant was paid at the rate of compensation paid immediately before becoming permanently and totally disabled.

(b) (i) In addition to other limitations set forth in the Plan and notwithstanding any other provisions of the Plan, the annual additions (within the meaning of Section 415(c)(2) of the U.S. Code) under the Plan (and all other defined contribution plans required to be aggregated with this Plan under the provisions of Section 415 of the U.S. Code), shall not increase to an amount in excess of the amount permitted under Section 415 of the U.S. Code at any time. For purposes of this paragraph and for determining compliance with Section 415 of the U.S. Code, compensation shall mean compensation as defined in Section 415(c)(3) of the U.S. Code.

     (ii) In the case where (A) this Plan and another defined contribution plan of the Employing Company cover the same Participant and (B) reductions in either the amount of annual additions under this Plan or the amount of annual additions under such other plan with respect to the Participant are necessary to comply with U.S. Code Section 415, a reduction in the annual additions under such other plan or plans to the Participant shall be made to the extent necessary to comply with U.S. Code Section 415 prior to any reduction in the annual additions under this Plan with respect to the Participant.

     (iii) A Limitation Year, for purposes of applying this Section 6.02, means the twelve (12) month period commencing January 1 and ending December 31.

     (iv) Notwithstanding anything to the contrary in this Section 6.02, the special transitional relief afforded by Section 235 of the

Tax Equity and Fiscal Responsibility Act of 1982, as amended, is specifically incorporated herein.

     (c) To comply with the limitations on annual additions of this Section 6.02, annual additions shall be reduced or eliminated in accordance with the order set forth below, and any Pre-Tax Contributions of a Participant that are in excess of those permitted by the limitations shall be recharacterized as After-Tax Contributions. After-Tax Contributions of a Participant that are in excess of those permitted by the limitations shall be returned to him and any contributions of any Employing Company based upon any such excess contributions shall be applied in reduction of an Employing Company’s obligation to contribute to the Plan on behalf of other Participants:

     (i) Pre-Tax Contributions in excess of 6% of the Participant’s Annual Benefit Salary or Wages;

     (ii) Remaining Pre-Tax Contributions;

     (iii) Employing Company Contributions;

     (iv) After-Tax Contributions that are deemed to be Supplementary Contributions;

     (v) After-Tax Contributions that are deemed to be Basic Contributions; and

     (vi) Qualified Nonelective Contributions.

           Section 6.03. Limitation on Pre-Tax Contributions, After-Tax Contributions and Employing Company Contributions .

     (a) The Pre-Tax Contributions, After-Tax Contributions, and Employing Company Contributions (other than Fixed Contributions) made on behalf of any Participant for any Plan Year, when expressed as a percentage of such Participant’s compensation within the meaning of Section 414(s) of the U.S. Code for such Plan Year, shall not exceed the Actual Deferral Percentage permitted by
Section 401(k)(3) of the U.S. Code or the Actual Deferral Percentage permitted by Section 1165(e) of the Puerto Rico Code or the Actual Contribution Percentage permitted by Section 401(m)(2) of the U.S. Code for such Plan Year. In determining whether any such Contributions exceed the Actual Deferral Percentage permitted by Section 401(k)(3) of the U.S. Code or Section 1165(e) of the Puerto Rico Code or the Actual Contribution Percentage permitted by Section 401(m)(2) of the U.S. Code, the Plan shall use the current year testing method. To comply with the requirements of Section 401(k)(3) of the U.S. Code, Section 1165(e) of the Puerto Rico Code and Section 401(m)(2) of the U.S. Code, the Administrative Committee may, in its sole discretion, take either or both of the following actions: (i) reduce all or any portion of the current and

future contributions to be made by or on behalf of any Participant or group of Participants for any Plan Year in the manner set forth in subsection (b) or (ii) reduce all or any portion of the contributions previously made by or on behalf of any Participant or group of Participants for a Plan Year in the manner set forth in subsection (c).

     (b) If the Administrative Committee shall determine that the contributions on behalf of any Participant or group of Participants might result in discrimination in contributions in favor of Employees who are Highly Compensated Employees or might cause the Plan to violate the requirements of Section 401(k) or 401(m) of the U.S. Code or Section 1165(e) of the Puerto Rico Code, the Administrative Committee shall, regardless of elections filed under Section 3.01, have the right to cause such adjustments to be made in current or future Pre-Tax Contributions or After-Tax Contributions and Employing Company Contributions (other than Fixed Contributions) on behalf of such Participant or Participants as will, in the Administrative Committee’s opinion, avoid such discrimination and satisfy the requirements of Sections 401(k) and/or 401(m) of the U.S. Code, and Section 1165(e) of the Puerto Rico Code, including without limitation the right to reduce or suspend the amount of future Pre-Tax Contributions or After-Tax Contributions or Employing Company Contributions (other than Fixed Contributions) previously authorized by, or made on behalf of, a Participant or Participants. To the extent it is deemed necessary to limit Pre-Tax Contributions or After-Tax Contributions or Employing Company Contributions (other than Fixed Contributions) of Participants to meet the nondiscrimination requirements of Section 401(k) or 401(m) of the U.S. Code or Section 1165(e) of the Puerto Rico Code, (i) the Pre-Tax Contributions, After-Tax Contributions and Employing Company Contributions (other than Fixed Contributions) of each Participant who is not a Highly Compensated Employee and of each Participant who is a Highly Compensated Employee whose Actual Deferral Percentage as defined in Section 401(k)(3) of the U.S. Code or Actual Deferral Percentage as defined in Section 1165(e) of the Puerto Rico Code or Actual Contribution Percentage as defined in Section 401(m)(2) of the U.S. Code is not expected to exceed the permitted Actual Deferral Percentage or Contribution Percentage under Section 401(k) or 401(m) of the U.S. Code or the permitted Actual Deferral Percentage under Section 1165(e) of the Puerto Rico Code, as the case may be, shall be honored in accordance with each such Participant’s authorization and (ii) the Pre-Tax Contributions, After-Tax Contributions and a proportionally corresponding amount of Employing Company Contributions (other than Fixed Contributions), if necessary, of each Participant who is a Highly Compensated Employee whose Actual Deferral Percentage or Contribution Percentage is expected to exceed the permitted Actual Deferral Percentage or Contribution Percentage for such group under Sections 401(k) or 401(m) of the U.S. Code or to exceed the permitted Actual Deferral Percentage for such group under Section 1165(e) of the Puerto Rico Code, shall be subject to adjustment, which shall be accomplished by reducing by one percent the Pre-Tax Contributions and/or After-Tax Contributions that constitute Supplementary

Contributions of those Participants whose Contribution Percentage for the Plan Year is expected to be the greatest, then, to the extent deemed necessary, by reducing by one percent the Pre-Tax Contributions and/or After-Tax Contributions of such Participants that constitute Basic Contributions of such Participants and an Employing Company Contributions (other than Fixed Contributions) made with respect to Basic Contributions of such Participants (whether such Basic Contributions are made in the form of Pre-Tax Contributions or After-Tax Contributions); in the event further reduction is deemed necessary, those Participants whose Actual Deferral Percentage or Contribution Percentage is expected to be the greatest after taking the prior reduction into account will have their Pre-Tax Contributions and/or After-Tax Contributions that constitute Supplementary Contributions or Basic Contributions and, if deemed necessary, their Employing Company Contributions (other than Fixed Contributions) reduced in the same manner; such process will be repeated until the Administrative Committee shall determine that the maximum permitted Actual Deferral Percentage or Contribution Percentage for the group of Highly Compensated Employees will not be exceeded. The decision of the Administrative Committee in this regard shall be final and shall not be subject to question by the Trustee, Administrative Agent, or by any Participant or group of Participants.

     (c) In the event that the Plan does not comply with the nondiscrimination requirements of Section 401(k) or 401(m) of the U.S. Code and Section 1165(e) of the Puerto Rico Code after the reduction (if any) described in subsection (b) (and after any Qualified Nonelective Contributions have been considered) for any Plan Year, the Pre-Tax Contributions that would be considered Excess Contributions (within the meaning of Section 401(k)(8)(B) of the U.S. Code) that would also be Excess Contributions under Section 1165(e) of the Puerto Rico Code shall be distributed, or recharacterized as After-Tax Contributions, to the extent permitted under both the U.S. and the Puerto Rico Codes, and the After-Tax Contributions or Employing Company Contributions which would be considered Excess Aggregate Contributions (within the meaning of Section 401(m)(6)(B) of the U.S. Code) shall be distributed and to the extent forfeitable shall be forfeited as follows: the total sum of such contributions shall be determined and with respect to that sum, the After-Tax Contributions and Employing Company Contributions (other than Fixed Contributions) made by or on behalf of the Participant who has the highest dollar amount of such contributions for the Plan Year and is a Highly Compensated Employee shall be reduced by the amount required to cause such contributions to equal those made by the Highly Compensated Employee having the next highest dollar amount of such contributions, and the part of the first Participant’s After-Tax Contributions and Employing Company Contributions equal to the amount of the dollar reduction (and any income allocable to that part) shall be distributed to him and to the extent forfeitable shall be forfeited by no later than the close of the immediately following Plan Year, and if further reductions are required to eliminate the total sum after the reduction described above, the same procedure

shall be repeated with respect to each such next succeeding level of Highly Compensated Employees until the Administrative Committee shall determine that the maximum permitted Actual Contribution Percentage for the group of Highly Compensated Employees will not be exceeded, provided that if at any step a lesser reduction would equal the total sum still to be eliminated, then only the lesser reduction amount shall be distributed or forfeited.

     (d) Notwithstanding anything in the Plan to the contrary, in the case of Puerto Rico resident Participants, unmatched After-Tax Contributions may not exceed 10% of the Participant’s aggregate Wages for the taxable years during which he is a Participant.

           Section 6.04. Dollar Limitation on Pre-Tax Contributions .

     (a) The amount of Pre-Tax Contributions for a Participant for his taxable year shall be limited to the maximum amount permitted to be deferred as a Pre-Tax Contribution pursuant to the provisions of Sections 402(g)(1) and (5) of the U.S. Code and, if the Participant is a Puerto Rico resident Participant, such other amount as provided under Puerto Rico Code Section 1165(e)(7), if less. Any Pre-Tax Contributions that would be considered to be excess deferrals shall be deemed distributed to the Employee in accordance with the rules of subsection (b) and recontributed as an After-Tax Contribution by the Employee to the Plan for such Plan Year.

     (b) To the extent the Participant has made Pre-Tax Contributions to the Plan in excess of the amount set forth in subsection (a) (an “Excess Deferral”), such Excess Deferrals shall be deemed distributed to him no later than the 15th day of April following the end of the taxable year during which such Pre-Tax Contributions are made. If, for a taxable year, a Participant makes Pre-Tax Contributions to this Plan and to any other plan or arrangement, he may allocate the amount of any Excess Deferrals for such taxable year among such plans. No later than the first day of March following the close of the taxable year during which the Excess Deferrals are made, the Participant shall notify the Administrative Committee in writing of the amount of the Excess Deferrals allocated to this Plan. Such amount shall then be deemed distributed (including income thereon) and recontributed as an After-Tax Contribution by an Employing Company.

ARTICLE 7

           Section 7.01. “ Rollover Contribution ” shall mean a contribution to a plan that has been merged into this Plan that at the time made such contribution met the requirements of a rollover contribution under Section 402(c)(5) or Section 408(d)(3)(A)(ii) of the U. S. Code and Section 1165(b)(2) of the Puerto Rico Code.

           Section 7.02. Direct Rollovers . The Plan will accept a direct rollover of an eligible rollover distribution from: (a) a qualified plan described in section 401(a) or 403(a) of the U.S. Code, including after-tax employee contributions; (b) an annuity contract described in Section 403(b) of such Code, including after-tax employee contributions; and (c) an eligible plan under Section 457(b) of such Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state.

           Section 7.03. Participant Rollover Contributions from Other Plans . The Plan will accept a Participant contribution of an eligible rollover distribution from: (a) a qualified plan described in Section 401(a) or 403(a) of the U.S. Code; (b) an annuity contract described in Section 403(b) of such Code; and (c) an eligible plan under Section 457(b) of such Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state.

           Section 7.04. Participant Rollover Contributions from IRAs . The Plan will accept a participant rollover contribution of the portion of a distribution from an individual retirement account or annuity described in Section 408(a) or 408(b) of the U.S. Code that is eligible to be rolled over and would otherwise be includible in gross income.

           Section 7.05. Investment and Distribution of Rollover Contributions . Any Rollover Contribution shall be held in a separate account, shall be invested in accordance with the direction of the Participant pursuant to Article 8, shall be distributed in the same manner and at the same time as described in Articles 11 and 13 with respect to a distribution to such Employee of benefits under the Plan, and shall be subject to the provisions of Article 21, to the extent applicable.

ARTICLE 8
INVESTMENT CHOICES OF PARTICIPANT

           Section 8.01. Establishment of Investment Funds . The Benefits Committee shall establish the Zimmer Stock Fund and such other Investment Funds as it shall determine to be necessary or appropriate for the purpose of providing Participants with options for the investment of their Plan accounts and may, from time to time, (i) establish additional Investment Funds, (ii) liquidate (or provide that no new investments be made in), or change the permissible investments of existing Investment Funds, or (iii) open an Investment Fund that had previously been closed to new investments by Participants pursuant to Section 8.01(ii) above. There shall also be established a Participant Loan Fund from which all loan proceeds shall be disbursed and to which the outstanding balance of, and accrued interest on, any outstanding loan shall be credited. Effective December 2, 2009, the Benefits Committee shall liquidate the Zimmer Stock Fund.

           Section 8.02. Investment Elections . Each Participant shall make separate investment elections with respect to (i) Pre-Tax Contributions, (ii) After-Tax Contributions, (iii) Rollover Contributions, and (iv) Employing Company Contributions. Each Participant shall direct, at the time the Participant elects to participate in the Plan, that the Pre-Tax Contributions, After-Tax Contributions, Rollover Contributions and any Employing Company Contributions made on his behalf be invested, in 1% increments, in any one or a combination of the Investment

Funds. Investment elections given by a Participant shall continue in effect until changed by the Participant. A Participant may change investment elections as to future Pre-Tax Contributions, After-Tax Contributions, Rollover Contributions and Employing Company Contributions, as of the first day of the next payroll period (or as soon thereafter as administratively feasible) by giving Telephonic Notification to the Administrative Agent. Effective September 2, 2008, a Participant may not direct that any contributions allocated to his Plan accounts on or after September 2, 2008 be invested in the Zimmer Stock Fund.

           Section 8.03. Election to Transfer Amounts Between Investment Funds . As of any Valuation Date, a Participant may direct that the amount in such Participant’s account invested in any Investment Fund be liquidated in 1% increments and the proceeds invested in one or more of the Investment Funds in the manner the Participant shall designate. The provisions of this Section 8.03 shall also apply to a Participant, Former Participant, Inactive Participant or Beneficiary, whose account shall not have been distributed as provided in Section 13.02 or 13.03(a) and, with respect to the undistributed portion of his account, to a Former Participant or Beneficiary who has elected distribution of his account in installments as provided in Section 13.01(b) or Section 13.02. Any direction under this Section 8.03 shall be given by Telephonic Notification to the Administrative Agent. Effective September 2, 2008, a Participant, Former Participant, Inactive Participant or Beneficiary may not direct that any amount in his Plan accounts be liquidated and the proceeds invested in the Zimmer Stock Fund.

           Section 8.04. Dividend Reinvestment . Dividends and other distributions received by the Trustee with respect to Zimmer Stock held in the Zimmer Stock Fund shall be invested in the Zimmer Stock Fund. Dividends, interest and other distributions received by the Trustee with respect to any other Investment Fund shall be invested in the same Investment Fund in which the investment yielding such dividend, interest or other distribution is held.

           Section 8.05. Investment of Qualified Nonelective Contributions . A Qualified Nonelective Contribution made on behalf of a Participant to correct an Administrative Error shall be invested in the Investment Fund determined by the Administrative Committee, until the Participant directs otherwise. A Qualified Nonelective Contribution made to satisfy the requirements of Sections 401(k)(3) and 401(m)(2) of the U.S. Code or Section 1165(e) of the Puerto Rico Code shall be invested in accordance with the Participant’s current separate investment election applicable to Pre-Tax Contributions.

           Section 8.06. Investment of Recovered Claims . In the event that the Plan receives a recovery from a claim filed by the Trustee for the benefit of the Plan and/or certain Participants and beneficiaries, the Administrative Committee shall, in its discretion, determine the accounts and the Investment Funds to be credited. To the extent possible, the Administrative Committee shall credit the accounts of Participants and beneficiaries on whose behalf the claim was made, but if such Participants and beneficiaries cannot be clearly identified, or it is administratively unfeasible to so determine them, the Administrative Committee may, in its sole discretion, determine to benefit a class of Participants and beneficiaries that it deems represents such participants and beneficiaries. Where the recovery is related to an Investment Fund, the Administrative Committee may determine that such recovery shall be deposited in such Investment Fund (or the Investment Fund that most closely resembles such Investment Fund) for the benefit of the Participants and beneficiaries currently investing in such Investment Fund.

ARTICLE 9
MAINTENANCE AND VALUATION OF PARTICIPANT’S ACCOUNT

           Section 9.01. Maintenance of Separate Account . The Administrative Committee shall establish for each Participant separate accounts, that shall reflect separately (i) Pre-Tax Contributions, (ii) After-Tax Contributions (Post-1986), (iii) After-Tax Contributions (Pre-1987), (iv) Rollover Contributions, (v) Group A Employing Company Contributions (matching); (vi) Group B Employing Company Contributions (matching), (vii) Fixed Contributions, (viii) Employing Company Contributions (pre-1991), and (ix) Qualified Nonelective Contributions, and the investment return on each of the foregoing, and shall reflect any transfers to or transfers, withdrawals or distributions from such account.

           Section 9.02. Valuation of Accounts . The value of each Participant’s account in an Investment Fund that consists solely of a single mutual fund registered under the Investment Company Act of 1940 shall be accounted for in shares of such mutual fund. Contributions and inter-Investment Fund transfers shall be converted into shares based on the fair market value of a share of each such Investment Fund on the Valuation Date applicable, and the number of shares in the affected Investment Funds shall be adjusted accordingly. The value of a Participant’s account under the Plan invested in such Investment Funds shall be determined by multiplying the number of shares in each such Investment Fund held on his behalf by the fair market value of a share as of the relevant Valuation Date.

ARTICLE 10
VESTING

           Section 10.01. Pre-Tax Contributions, After-Tax Contributions, Qualified Nonelective Contributions and Rollover Contributions Fully Vested . Amounts attributable to Pre-Tax Contributions or After-Tax Contributions from a Participant’s Annual Benefit Salary or Wages, Qualified Nonelective Contributions, or Rollover Contributions made by a Participant pursuant to Article 7 shall be fully vested in him at all times.

           Section 10.02. Vesting of Employing Company Contributions . Except as provided in Sections 10.03, 10.04 or 10.05, the amount attributable to Employing Company Contributions credited to a Participant’s account that is vested shall be a percentage of the total amount attributable to Employing Company Contributions credited to his account, determined on the basis of his Years of Service, according to the schedule below:

           Section 10.03. Employing Company Contributions Fully Vested on Effective Date . The above notwithstanding, as of the Effective Date, all amounts transferred from the Bristol-Myers Squibb Puerto Rico Plan to this Plan shall be 100% vested.

           Section 10.04. Full Vesting Upon Retirement or Death . The above notwithstanding, a Participant shall be 100% vested in amounts attributable to Employing Company Contributions as provided in Article 13, but in no event later than upon his attaining age 65 or death while an Employee.

           Section 10.05. Full Vesting Upon Disability . In the case of a Participant or Inactive Participant who becomes entitled to receive disability benefits under a disability pay plan maintained by his Employing Company and with respect to whom an election under Section 415(c)(3)(C) of the U.S. Code has been made, amounts attributable to his Employing Company Contributions to match Basic Contributions from his disability payments shall be 100% vested. In the case of a Participant or Inactive Participant who becomes entitled to receive disability benefits under a long-term disability pay plan maintained by his Employing Company, amounts attributable to all Employing Company Contributions shall be 100% vested.

ARTICLE 11
METHOD OF PAYMENT UPON DISTRIBUTION OR WITHDRAWAL

           Section 11.01. Method of Payment . A distribution or withdrawal from a Participant’s account shall be paid in the following manner:

     (a) With respect to amounts invested in the Zimmer Stock Fund, payment shall be made in cash; except that a Participant may elect, upon termination of employment or retirement or in a withdrawal described in Article 12 to receive Zimmer Stock in lieu of cash in an amount equal to the portion of his account balance that is invested in the Zimmer Stock Fund. If a Participant elects a distribution or withdrawal of Zimmer Stock, in the case of any fractional share, payment shall be in cash on the basis of the closing price per share of Zimmer Stock on the New York Stock Exchange on the Valuation Date as of which distribution or withdrawal is to be made. For the purposes of distribution and withdrawal, there shall be deemed to be in a Participant’s account on the Valuation Date as of that distribution or withdrawal is to be made a number of shares of Zimmer Stock determined by dividing the total value of the amount invested in Zimmer Stock in such Participant’s account on such Valuation Date by the closing price per share of Zimmer Stock on the New York Stock Exchange on such Valuation Date. Effective December 2, 2009, all amounts allocated to a Participant’s Plan accounts that are invested in the Zimmer Stock Fund shall be transferred to and invested in the Fidelity Freedom Fund appropriate for the Participant’s age on December 2, 2009. On and after December 2, 2009, all distributions from the Plan shall be in cash.

     (b) With respect to amounts invested in the Participant Loan Fund, such amounts shall be reduced by the amount of the loan then outstanding and with respect to any remaining amount, payment shall be in cash.

     (c) With respect to amounts invested in Investment Funds other than the Zimmer Stock Fund or the Participant Loan Fund, payment shall be in cash.

ARTICLE 12
WITHDRAWAL FROM ACCOUNT

      Section 12.01. Withdrawal of After-Tax Contributions, Employing Company Contributions, and Rollover Contributions. Subject to the provisions of this Article 12 and to the first sentence of Section 11.01(a), a Participant (which term for purposes of this Article 12 shall include an Inactive Participant) who remains in employment may make withdrawals from his account of Employing Company Contributions, After-Tax Contributions and Rollover Contributions, and earnings and appreciation thereon, no more than a total of four (4) times in any one Plan Year (other than a withdrawal made pursuant to Sections 12.03). Any withdrawal by a Participant shall be counted as a withdrawal under the preceding sentence unless such withdrawal is made pursuant to Sections 12.03 of the Plan. Withdrawals pursuant to this Section 12.01 shall be made in the following order of priority:

     (a) FIRST, from After-Tax Contributions, an amount, which shall not exceed the lesser of (i) the amount of all After-Tax Contributions from his Annual Benefit Salary or Wages (but not any earnings thereon), adjusted for the amount of any previous distributions or withdrawals that have been made from the Plan up to but not exceeding the amount of such After-Tax Contributions, or (ii) the amount in his account attributable to such After-Tax Contributions.

     (b) SECOND, the earnings and appreciation on such After-Tax Contributions, so long as the Participant has withdrawn or requested withdrawal of the entire amount available to him under paragraph (a) of this Section 12.01, which amount shall not exceed the total of (i) the lesser of (x) the amount of all After-Tax Contributions from his Annual Benefit Salary or Wages (but not any earnings thereon), adjusted for the amount of any previous distributions or withdrawals that have been made with respect to his After-Tax Contributions or (y) the amount in his account attributable to such After-Tax Contributions and (ii) the amount in his account attributable to the earnings and appreciation on such After-Tax Contributions.

     (c) THIRD, from Rollover Contributions plus earnings and appreciation thereon, so long as the Participant has withdrawn or requested withdrawal of the entire amount available to him under paragraphs (a) and (b) of this Section 12.01, which shall not exceed the amount in his account attributable to Rollover Contributions plus earnings and appreciation thereon.

     (d) FOURTH, from Employing Company Contributions plus earnings and appreciation thereon, so long as the Participant has withdrawn or requested withdrawal of the entire amount available to him under paragraphs (a), (b) and (c) of this Section 12.01, which shall not exceed the amount in his account attributable to Employing Company Contributions plus earnings and appreciation thereon. Except for withdrawals because of financial emergencies made under

Section 12.03 of this Plan, a Participant may not make a withdrawal under this subsection (d) unless (i) he has been a participant in the Plan or the Bristol-Myers Squibb Puerto Rico Plan for sixty (60) months and is 100% vested in the total amount in his account, and (ii) he has not made a withdrawal under this Section or any predecessor provision during the calendar year. No Employing Company Contributions will be made for six months following a withdrawal under this Section 12.01(d), unless the Participant has demonstrated a Financial Hardship (as provided in Section 12.03).

     (e) Qualified Nonelective Contributions plus earnings and appreciation thereon may not be withdrawn at any time on account of hardship.

      Section 12.02. Manner of Making Withdrawal. A Participant may make withdrawals from his account pursuant to Section 12.01 by giving Telephonic Notification to the Administrative Agent. A Participant may make withdrawals from his account pursuant to Sections 12.03, effective as of the Valuation Date following approval by the Administrative Committee or its designee of such withdrawal, by giving at least thirty days (or such lesser number of days as the Administrative Committee may specify) prior written notice to his Employing Company on a form provided by it for such purpose. Payment to a Participant pursuant to a withdrawal election shall be made in cash (except as provided in Section 11.01(a)) as soon as practicable thereafter and shall be made pro rata from the Investment Funds, including the Zimmer Stock Fund, in which the Participant’s account is invested. A withdrawal under this Article 12 shall be in an amount of not less than $300 or for the total amount available for withdrawal under a particular withdrawal category.

      Section 12.03. Withdrawals of Pre-Tax Contributions.

     (a) A Participant may, upon proof of Financial Hardship satisfactory to the Administrative Committee, elect to withdraw such portion of his account that is attributable to his Pre-Tax Contributions (excluding earnings and appreciation attributable thereto after December 31, 1988) as is needed on account of such Financial Hardship, provided he (i) has withdrawn to the maximum extent possible all amounts enumerated