Exhibit 10.4

                              ZIMMER HOLDINGS, INC.
                           TEAMSHARE STOCK OPTION PLAN

            1. Purpose: The purpose of the Zimmer Holdings, Inc. TeamShare Stock
Option Plan (the "Plan") is to advance the interests of Zimmer Holdings, Inc.
and its Subsidiaries and Affiliates by giving substantially all Employees a
stake in the Company's future growth, in the form of stock options, thereby
improving such Employees' long-term incentives and aligning their interests with
those of the Company's shareholders.

            2. Definitions: For purposes of this Plan:

                  (a) "Affiliate" shall mean any entity in which the Company has
            an ownership interest of more than 50%.

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

                  (c) "Common Stock" shall mean the Company's common stock.

                  (d) "Company" shall mean Zimmer Holdings, Inc.

                  (e) "Disability" or "Disabled" shall mean qualifying for and
            receiving payments under a long-term disability pay plan maintained
            by the Company or any Subsidiary or Affiliate or as required by or
            available under applicable local law.

                  (f) "Employee" shall mean any individual employed by the
            Company or any Subsidiary or Affiliate, excluding leased employees
            within the meaning of Section 414(n) of the Code and key executives
            of the Company or any of its Subsidiaries or Affiliates. Employee
            shall also exclude any person who performs services for the Company
            if the Company treats the person for tax or labor law purposes as an
            independent contractor. If such person is subsequently determined to
            be an employee of the Company by the Internal Revenue Service or any
            other federal, state or local governmental agency or competent court
            of authority, such person will become an Employee on the date that
            this determination is finally adjudicated or otherwise accepted by
            the Company as long as he or she meets the other requirements of
            this Section 2(f). Such person shall not, under any circumstances,
            be treated as an Employee for the period of time during which the
            Company treated the person as an independent contractor for federal
            tax purposes even if the determination of the employee status has
            retroactive effect. In addition, any person who performs services
            for the Company, regardless of whether such person is an employee or
            independent contractor, shall not be an Employee for any period of
            time during which he or she has agreed in writing that he or she is
            not entitled to participate in the Company's employee benefit plans.

                  (g) "Exchange Act" shall mean the Securities Exchange Act of
            1934, as amended.

                  (h) "Fair Market Value" shall mean the average of the high and
            low sale prices of a share of Common Stock on the New York Stock
            Exchange composite tape on the date



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            of measurement or on any date as determined by the Committee, or if
            there were no trades on such date, on the day on which a trade
            occurred next preceding such date.

                  (i) "Retirement" and "Retire" shall mean termination of the
            employment of an Employee with the Company or any Subsidiary or
            Affiliate on or after (i) the Employee's 65th birthday or (ii) the
            Employee's 55th birthday if the Employee has completed 10 years of
            service with the Company, its Subsidiaries and its Affiliates. For
            the purposes of this Section 2(i) and all other purposes of this
            Plan, Retirement shall also mean termination of employment of an
            Employee with the Company or a Subsidiary or Affiliate for any
            reason (other than the Employee's death, disability, resignation,
            willful misconduct or activity deemed detrimental to the interests
            of the Company) where, on termination, the Employee's age plus years
            of service (rounded up to the next higher whole number) equals at
            least 70 and the Employee has completed 10 years of service with the
            Company, its Subsidiaries and its Affiliates and, where applicable,
            the Employee has executed a general release, a covenant not to
            compete and/or a covenant not to solicit. For purposes of this Plan,
            service with Bristol-Myers Squibb and its subsidiaries and
            affiliates before the Effective Date shall be included as service
            with the Company.

                  (j) "Subsidiary" shall mean any corporation which at the time
            qualifies as a subsidiary of the Company under the definition of
            "subsidiary corporation" in Section 424 of the Code.

            3. Shares Available for Options: The amount of shares of the
Company's stock which may be issued for options granted under the Plan shall not
exceed 1,000,000 shares, subject to adjustment under Section 10 hereof. If and
to the extent options granted under the Plan terminate, expire, or are canceled,
forfeited, exchanged or surrendered without having been exercised, the shares
subject to such options shall again be available for purposes of the Plan.
Options granted under Sections 6 and 17 of the Plan shall not count against the
foregoing limitation, to the extent provided in Sections 6 and 17. The stock to
be issued may be either authorized and unissued shares or issued shares acquired
by the Company or its subsidiaries.

            4. Administration: The Plan shall be administered under the
supervision of the Board of Directors of the Company, which may exercise its
powers, to the extent herein provided, through the agency of the Compensation
and Management Development Committee (the "Committee"), which shall be appointed
by the Board of Directors of the Company and shall consist of not less than two
(2) directors who shall serve at the pleasure of the Board. In addition, the
Board of Directors or the Committee may delegate in writing any or all of its
authority hereunder to one or more other committees or subcommittees, and the
initial grants to be made at the time of the spin-off of the Company's stock
from Bristol-Myers Squibb Company may be made by the Compensation and Management
Development Committee of the Board of Directors of Bristol-Myers Squibb Company.
To the extent that the Board of Directors or a committee administers the Plan,
references to the Committee shall mean the Board of Directors or such committee.

      The Committee, from time to time, may adopt rules and regulations for
carrying out the provisions and purposes of the Plan and make such other
determinations, not inconsistent with the terms of the Plan, as the Committee
shall deem appropriate. The interpretation and


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construction of any provision of the Plan by the Committee shall, unless
otherwise determined by the Board of Directors, be final and conclusive.

      The Committee shall maintain a written record of its proceedings. A
majority of the Committee shall constitute a quorum, and the acts of a majority
of the members present at any meeting at which a quorum is present, or acts
unanimously approved in writing, shall be the acts of the Committee.

      5. Eligibility: An option may be granted to an Employee who is actively
employed with the Company or any Subsidiary or Affiliate on the grant date
provided the Employee regularly works or is anticipated to regularly work at
least 1,000 hours in a twelve (12) consecutive month period.

      The adoption of this Plan shall not be deemed to give any Employee any
right to be granted an option to purchase Common Stock of the Company, except to
the extent and upon such terms and conditions as may be determined by the
Committee.

      6. Grants as of Effective Date:

            (a) On the effective date of the Plan, the Company shall assume from
Bristol-Myers Squibb Company options granted under the Bristol-Myers Squibb
Company TeamShare Stock Option Plan that are in effect immediately before the
effective date of this Plan with respect to employees of the Company and its
Subsidiaries and Affiliates (the "Prior Options"). Except as described below,
the terms of the Bristol-Myers Squibb Company TeamShare Stock Option Plan and
the option agreements in effect pursuant to the Bristol-Myers Squibb Company
TeamShare Stock Option Plan will continue to govern the Prior Options. However,
as a result of the assumption, the Prior Options will be converted into options
with respect to the Common Stock of the Company, and the number of shares and
the exercise price will be adjusted to reflect the spin-off of the Company from
Bristol-Myers Squibb Company. On and after the spin-off date, references in the
option and award agreements to Bristol-Myers Squibb will mean the Company. Any
shares of the Company's Common Stock that are subject to options pursuant to the
Prior Options will be issued under this Plan but will not be counted against the
limitations provided under Section 3 of the Plan. The Committee will administer
the Prior Options, as converted into options to purchase Common Stock of the
Company.

            (b) As an alternative, the Committee may determine, as a result of
certain laws, rules or regulations in countries outside the United States, not
to have the Company assume certain Prior Options.

      7. Stock Options: Stock options under the Plan shall consist of
nonqualified stock options. Each option shall be subject to the following terms
and conditions:

            (a) Grant of Options. The Committee shall (1) determine the date(s)
      on which options may be granted, (2) select the Employees to whom options
      may be granted or offered subject to collective bargaining where required,
      (3) determine the number of shares to be covered by each option so
      granted, (4) determine the terms and conditions (not inconsistent with the
      Plan) of any option granted hereunder (including but not


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      limited to restrictions upon the options, conditions of their exercise, or
      on the shares of Common Stock issuable upon exercise thereof), and (5)
      prescribe the form of the instruments necessary or advisable in the
      administration of options.

            (b) Terms and Conditions of Option. Any option granted under the
      Plan shall be evidenced by a Stock Option Agreement executed by the
      Company and the optionee, in such form as the Committee shall approve,
      which agreement shall be subject to the following terms and conditions and
      shall contain such additional terms and conditions not inconsistent with
      the Plan. Unless the Optionee rejects such Stock Option Agreement in
      writing, the Optionee shall be deemed to have accepted the Stock Option
      Agreement and shall be bound by all of the terms and conditions of the
      Stock Option Agreement and the Plan.

                  (1) Number of Shares Subject to an Option. The Stock Option
            Agreement shall specify the number of shares of Common Stock subject
            to the Agreement.

                  (2) Option Price. The purchase price per share of Common Stock
            purchasable under an option will be determined by the Committee but
            will be not less than the Fair Market Value in U.S. dollars of a
            share of Common Stock on the date of the grant of the option, except
            as provided in Section 6, 12 or 17.

                  (3) Option Period. The period of each option shall be fixed by
            the Committee, but no option shall be exercisable after the
            expiration of ten years from the date the option is granted.

                  (4) Consideration. Each optionee, as consideration for the
            grant of an option, shall remain in the continuous employ of the
            Company or of one of its Subsidiaries or Affiliates for at least one
            year from the date of the granting of such option, and no option
            shall be exercisable until after the completion of such one year
            period of employment by the optionee.

                  (5) Exercise of Option.

                        (a) An option shall be exercised by delivering notice to
                  the Company or its designee at such address and in such form
                  as shall be designated by the Committee from time to time or
                  pursuant to such other procedures that may be established by
                  the Committee from time to time for the exercise of options.

                        (b) The Committee shall have the discretion to establish
                  one or more methods, and the accompanying procedures, that an
                  optionee may use to exercise and pay the option exercise price
                  including, without limitation, the designation of the
                  brokerage firm or firms through which exercises shall be
                  effected. At its discretion, the Committee may modify or
                  suspend any method or procedure for the exercise or payment of
                  stock options.


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<PAGE>

                        (c) The option exercise price shall be paid in full at
                  the time of exercise, and the Company shall require the
                  optionee to pay the Company at the time of exercise the amount
                  of tax required to be withheld by the Company under applicable
                  foreign, federal, state and local withholding tax laws. This
                  payment may be in paid in U.S. dollars or in any other manner
                  that the Committee in its sole discretion approves including,
                  without limitation, the withholding of shares of Common Stock
                  that would otherwise be distributed; provided, however, in no
                  event may shares of Common Stock be withheld in an amount that
                  exceeds the Company's minimum applicable withholding tax
                  obligation for federal (including FICA), state, foreign and
                  local tax liabilities with respect to the optionee.

                        (d) Except as provided in subsections (7), (8), (9), and
                  (10), an optionee must be an Employee at the time of exercise
                  of an option.

                        (e) Notwithstanding anything in the Plan to the
                  contrary, the Committee may, in its sole discretion, allow the
                  exercise of a lapsed grant if the Committee determines that:
                  (i) the lapse was solely the result of the Company's inability
                  to execute the exercise of an option award due to conditions
                  beyond the Company's control and (ii) the optionee made valid
                  and reasonable efforts to exercise the award. In the event the
                  Committee makes such a determination, the Company shall allow
                  the exercise to occur as promptly as possible following its
                  receipt of exercise instructions subsequent to such
                  determination.

                  (6) Nontransferability of Options. No option granted under the
            Plan shall be transferable by the optionee otherwise than by will or
            by the laws of descent and distribution, and such option shall be
            exercisable, during the optionee's lifetime, only by the optionee.

                  (7) Termination. An optionee who terminates employment with
            the Company or any Subsidiary or Affiliate (other than by
            Retirement, Disability or death) may exercise the vested portion of
            such option (as such vesting is set forth in the Stock Option
            Agreement), until the earlier of three months from the optionee's
            termination date or the expiration of the option period set forth
            therein. In the case of an optionee who terminates employment prior
            to the full vesting of the award, the unvested portion of the option
            will lapse unless the Committee has exercised its discretionary
            authority to accelerate the vesting of all or part of such option.

                  If an optionee is laid off or granted a leave of absence under
            a policy of the Company or any Subsidiary or Affiliate, the
            optionee's absence from work shall be treated as though the optionee
            remained in the employ of the Company, Subsidiary or Affiliate,
            provided that (i) in the case of a leave of absence, the optionee
            returns to work at the end of the approved period of absence and
            (ii) in the case of a layoff, the optionee returns to work within
            twelve months of the date the period of layoff commenced. An
            optionee who does not return to work as set


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<PAGE>

            forth above shall be treated as if the optionee's employment
            terminated effective as of (i) the date the optionee was scheduled
            to return to work, in the case of an approved leave of absence and
            (ii) the expiration of the twelve month period, in the case of an
            optionee who is laid off.

                  (8) Retirement. If an optionee shall cease to be employed by
            the Company on account of Retirement after the optionee has been
            continuously employed for one year or more after the grant of the
            option, or as otherwise determined by the Committee, the option
            shall be exercisable only to the extent that the optionee was
            otherwise entitled to exercise it at the time of such cessation of
            employment, unless otherwise determined by the Committee, and the
            option shall remain exercisable for the remainder of the option
            period set forth therein.

                  (9) Disability. An optionee who ceases to be actively employed
            by reason of Disability shall be treated as though the optionee
            remained in the employ of the Company or a Subsidiary or Affiliate
            until the earlier of (i) cessation of payments under a disability
            pay plan of the Company, Subsidiary or Affiliate, (ii) the
            optionee's death, or (iii) the optionee's 65th birthday.

                  (10) Death. In the event of the death of the optionee

                        (a) while in the employ of the Company or of any of its
                  Subsidiaries or Affiliates and provided the optionee shall
                  have been continuously employed for one year after the
                  granting of the option, the option shall be exercisable
                  immediately by the executors, administrators, legatees or
                  distributees of the optionee's estate, as the case may be, but
                  in no event after the expiration of the option period set
                  forth therein,

                        (b) while in the employ of the Company or a Subsidiary
                  or Affiliate but before the first anniversary of the grant,
                  the option will immediately lapse,

                        (c) after Retirement, as defined in Section 2(i), and
                  provided the optionee shall have been continuously employed
                  for one year after the granting of the option, the option
                  shall be exercisable immediately by the executors,
                  administrators, legatees or distributees of the optionee's
                  estate, as the case may be, but in no event after the
                  expiration of the option period set forth therein,

                        (d) after termination, but within the three month period
                  indicated in Section 7(b)(7), and provided the optionee shall
                  have been continuously employed for three years after the
                  granting of the option, the option shall be exercisable
                  immediately by the executors, administrators, legatees or
                  distributees of the optionee's estate, as the case may be,
                  until the earlier of one year from the date of death or the
                  expiration of the option period set forth therein.


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<PAGE>

                        In the event any option is exercised by the executors,
                  administrators, legatees or distributees of the estate of a
                  deceased optionee, the Company shall be under no obligation to
                  issue stock thereunder unless and until the Company is
                  satisfied that the person or persons exercising the option are
                  the duly appointed legal representatives of the deceased
                  optionee's estate or the proper legatees or distributees
                  thereof.

                        (11) Optionees who become Subject to Section 16 of the
                  Exchange Act. If, subsequent to the grant date, an optionee
                  becomes subject to Section 16 of the Exchange Act, the option
                  and all rights of the optionee thereunder, shall terminate
                  effective as of the day prior to such designation.

      8. Change in Control: In the event of a change in control of the Company
prior to the exercise of options granted under this Plan, but after the optionee
has completed one year of continuous employment subsequent to the date of the
granting of an option, all outstanding options shall become immediately fully
vested and exercisable notwithstanding any provisions of the Plan to the
contrary.

      In addition, in the event of a change in control of the Company, the
Committee may (i) determine that outstanding options shall be assumed by, or
replaced with comparable options by, the surviving corporation (or a parent or
subsidiary of the surviving corporation) or (ii) take such other actions with
respect to outstanding options as the Committee deems appropriate.

      For the purpose of this Plan, a change in control shall be deemed to have
occurred on the earlier of the following dates:

            The date any entity or person (including a "group" as defined in
      Section 13(d)(3) of the Exchange Act) shall have become the beneficial
      owner of, or shall have obtained voting control over, twenty percent (20%)
      or more of the outstanding common shares of the Company;

            (a) The date the shareholders of the Company approve a definitive
      agreement (i) to merge or consolidate the Company with or into another
      corporation, in which the Company is not the continuing or surviving
      corporation or pursuant to which any common shares of the Company would be
      converted into cash, securities or other property of another corporation,
      other than a merger of the Company in which holders of common shares
      immediately prior to the merger have the same proportionate ownership of
      Common Stock of the surviving corporation immediately after the merger as
      immediately before, or (ii) to sell or otherwise dispose of substantially
      all the assets of the Company; or

            (b) The date there shall have been a change in a majority of the
      Board of Directors of the Company within a twelve (12) month period
      beginning after the effective date of the Plan, unless the nomination for
      election by the Company's shareholders of each new director was approved
      by the vote of three-fourths of the directors then still in office who
      were in office at the beginning of the twelve (12) month period.


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      9. Determination of Breach of Conditions: The determination of the
Committee as to whether an event has occurred resulting in a forfeiture or a
termination or reduction of the Company's obligations in accordance with the
provisions of the Plan shall be conclusive.

      10. Adjustment in the Event of Change in Stock: In the event of changes in
the outstanding Common Stock of the Company by reason of stock dividends,
recapitalization, mergers, consolidations, stock splits, combinations or
exchanges of shares and the like, the aggregate number and class of shares
available under the Plan, the number, class and the price of shares subject to
outstanding options shall be appropriately adjusted by the Committee, whose
determination shall be conclusive.

      11. Taxes: In connection with the transfer of shares of Common Stock to an
optionee (or at such earlier date as may be required by local law), the Company
may require the optionee to pay the amount required by any applicable
governmental entity to be withheld or otherwise deducted and paid with respect
to such transfer. Subject to Section 12 hereof, an optionee shall satisfy the
obligation to pay withholding tax by providing the Company with funds (in U.S.
dollars) sufficient to enable the Company to pay such Withholding Tax, or at the
Company's discretion, the Company may retain or accept upon delivery thereof by
the optionee shares of Common Stock sufficient in value to cover the amount of
such withholding tax; provided that shares may not be withheld in excess of the
Company's minimum applicable withholding tax for federal (including FICA),
state, foreign and local tax liabilities with respect to the optionee.

      12. Employees Based Outside of the United States: Notwithstanding any
provision of the Plan to the contrary, in order to foster and promote
achievement of the purposes of the Plan or to comply with provisions of laws in
other countries in which the Company, its Affiliates and its Subsidiaries
operate or have Employees, the Committee, in its sole discretion, shall have the
power and authority to (i) determine which Employees employed outside the United
States are eligible to participate in the Plan, (ii) modify the terms and
conditions of any options granted to Employees who are employed outside the
United States, (iii) establish subplans, modified option exercise procedures and
other terms and procedures to the extent such actions may be necessary or
advisable, and (iv) grant to Employees employed in countries wherein the
granting of stock options is impossible or impracticable, as determined by the
Committee, stock appreciation rights with terms and conditions that, to the
fullest extent possible, are substantially identical to the stock options
granted hereunder. In addition, the Committee may grant such stock appreciation
rights to individuals who provide services to the Company and who otherwise
would be characterized as employees, but who are not permitted to be Employees
of the Company pursuant to local laws of the country wherein the workers are
employed.

      13. Amendment of the Plan: The Board of Directors may amend or suspend the
Plan at any time and from time to time. No such amendment of the Plan may,
however, without the written consent of the optionee, alter or impair any
option.

      14. Miscellaneous: By accepting any benefits under the Plan, each optionee
and each person claiming under or through such optionee shall be conclusively
deemed to have indicated acceptance and ratification of, and consent to, any
action taken or made to be taken or made under the Plan by the Company, the
Board, the Committee or any other committee appointed by the Board. No
participant or any person claiming under or through him or her shall have any


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right or interest, whether vested or otherwise, in the Plan or in any option
thereunder, contingent or otherwise, unless and until all of the terms,
conditions and provisions of the Plan and the Agreement that affect such
participant or such other person shall have been complied with. Nothing
contained in the Plan or in any Agreement shall require the Company to segregate
or earmark any cash or other property. Neither the adoption of the Plan nor its
operation shall in any way affect the rights and powers of the Company or any of
its Subsidiaries or Affiliates to dismiss and/or discharge any Employee at any
time.

      15. Conditions: The Company shall not be required to issue or deliver any
certificate or certificates for shares of Common Stock purchased upon the
exercise of any option granted under the Plan prior to (i) the admission of such
shares to listing on any stock exchange on which the stock may then be listed,
(ii) the completion of any registration or other qualification of such shares
under any state or federal law or rulings or regulations of any governmental
regulatory body, (iii) the obtaining of any consent or approval or other
clearance from any governmental agency, which the Company shall, in its sole
discretion, determine to be necessary or advisable, and (iv) the payment to the
Company, upon its demand, of any amount requested by the Company for the purpose
of satisfying its liability, if any, to withhold federal, state or local income
or earnings tax or any other applicable tax or assessment (plus interest or
penalties thereon, if any caused by a delay in making such payment) incurred by
reason of the exercise of any option granted under the Plan or the transfer of
shares thereupon.

      16. Term of the Plan: The Plan shall become effective as of August 6, 2001
by action of the Board of Directors. The Plan shall terminate on the date that
is five years after the effective date of the Plan, or at such earlier date as
may be determined by the Board of Directors. Termination of the Plan, however,
shall not affect the rights of optionees under options theretofore granted to
them, and all unexpired options shall continue in force and operation after
termination of the Plan except as they may lapse or be terminated by their own
terms and conditions.

      17. Grants in Connection with Corporate Transactions and Otherwise:
Nothing contained in this Plan shall be construed to (i) limit the right of the
Committee to make grants under this Plan in connection with the acquisition, by
purchase, lease, merger, consolidation or otherwise, of the business or assets
of any corporation, firm or association, including grants to employees thereof
who become employees of the Company, or for other proper corporate purposes, or
(ii) limit the right of the Company to grant options or make other awards
outside of this Plan. Without limiting the foregoing, the Committee may make a
grant to an employee of another corporation who becomes an employee of the
Company by reason of a corporate merger, consolidation, acquisition of stock or
property, reorganization or liquidation involving the Company in substitution
for an option or award granted by such corporation. The terms and conditions of
the substitute grants may vary from the terms and conditions required by the
Plan and from those of the substituted stock incentives. The Committee shall
prescribe the provisions of the substitute grants. Any options that are
converted into Company options as a result of a merger or acquisition will not
count against the limitations provided under Section 3.

      18. Governing Law: This Plan, and the validity and construction of any
options granted hereunder, shall be governed by the laws of the State of
Indiana.


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