exv4w3



 









EXHIBIT 4.3




	 	 	 
	NUMBER

ZC

	 	SHARES






COMMON STOCK

CUSIP 98956P 10 2

SEE REVERSE FOR CERTAIN DEFINITIONS

THIS CERTIFICATE IS TRANSFERABLE

IN NEW YORK, NY




ZIMMER HOLDINGS, INC.

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE




	 	 	 
	THIS CERTIFIES THAT

	 	SPECIMEN
	 
	 	 
	IS THE OWNER OF
	 	 






FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF



Zimmer Holdings, Inc. (hereinafter called the “Corporation”), transferable on the books of said
Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this
Certificate properly endorsed. This Certificate and the shares represented hereby are issued and
shall be held subject to all of the provisions of the Certificate of Incorporation of the
Corporation, to all of which the holder by acceptance hereof assents. This Certificate is not valid
until countersigned by the Transfer Agent and registered by the Registrar.



Witness the seal of said Corporation and the signatures of its duly authorized officers.




Dated




	 	 	 	 	 	 	 
	 
	 
	 
	 	 	J. Raymond Elliott	 	Chad F. Phipps
	PRESIDENT AND CHIEF EXECUTIVE OFFICER	 	SECRETARY
	 
	 	 	 	 	 	 
	 	 	Countersigned and Registered:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	THE BANK OF NEW YORK	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Transfer Agent

and Registrar
	 

	 	 	 	By:	 	 
	 

	 	 	 	 	 	Authorized Signature






 









 






ZIMMER HOLDINGS, INC.




          ZIMMER HOLDINGS, INC. WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS A
STATEMENT OF THE DESIGNATIONS AND THE POWERS, PREFERENCES AND RIGHTS, AND THE QUALIFICATIONS,
LIMITATIONS OR RESTRICTIONS THEREOF, OF EACH CLASS OF STOCK OR SERIES THEREOF SET FORTH IN THE
CERTIFICATE OF INCORPORATION, WHICH THE CORPORATION IS AUTHORIZED TO ISSUE.




          The following abbreviations, when used in the inscription on the face of this certificate,
shall be construed as though they were written out in full according to applicable laws or
regulations:




	 	 	 	 	 	 
	TEN COM -

	 	as tenants in common
	 	UNIF GIFT MIN ACT —
	TEN ENT -

	 	as tenants by the entireties
	 	Custodian...........................
	JT TEN -

	 	as joint tenants with right of

survivorship and not as tenants

in common
	 	(Cust)              (Minor)

under Uniform Gifts to
Minors Act

	 

	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	(State)






          Additional abbreviations may also be used though not in the above list.




          FOR
VALUE RECEIVED, ____________ HEREBY SELL, ASSIGN AND TRANSFER UNTO




	 	 	 
	PLEASE PRINT OR TYPE NAME AND ADDRESS OF ASSIGNEE

	 	PLEASE INSERT TAXPAYER

IDENTIFYING NUMBER OF

ASSIGNEE
	Name
	 	 
	 
	 
	 	 
	 
	Street
	 	 
	 
	 	 
	 

	 	SHARES
	 
	City, State and Zip Code
	 	 
	 
	 
	 	 
	 
	 
	PLEASE PRINT OR TYPE NAME AND ADDRESS OF ASSIGNEE

	 	PLEASE INSERT TAXPAYER

IDENTIFYING NUMBER OF

ASSIGNEE
	Name
	 	 
	 
	 
	 	 
	 
	Street
	 	 
	 
	 	 
	 

	 	SHARES
	 
	City, State and Zip Code
	 	 
	 
	 
	 	 
	 






 









 






	 	 	 
	PLEASE PRINT OR TYPE NAME AND ADDRESS OF ASSIGNEE

	 	PLEASE INSERT TAXPAYER

IDENTIFYING NUMBER OF

ASSIGNEE
	Name
	 	 
	 
	 
	 	 
	 
	Street
	 	 
	 
	 	 
	 

	 	SHARES
	 
	City, State and Zip Code
	 	 
	 
	 
	 	 
	 





OF THE COMMON STOCK REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY IRREVOCABLY CONSTITUTE AND
APPOINT ______________________________
ATTORNEY TO TRANSFER THE SAID STOCK ON THE BOOKS OF
THE WITHIN-NAMED CORPORATION WITH FULL POWER OF SUBSTITUTION IN THE PREMISES.




DATED, _____________________________





X____________________________________





NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON THE
FACE OF THE CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERNATION OR ENLARGEMENT OR ANY
CHANGE WHATEVER



SIGNATURE(S) GUARANTEED:




By______________________________________




THE SIGNATURE(S) MUST BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS
AND CREDIT UNIONS WITH MEMBERSHIP IN AN
APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM),
PURSUANT TO S.E.C. RULE 17Ad-15.