exv10w3






Exhibit 10.3




RESTATED

ZIMMER PUERTO RICO

SAVINGS AND INVESTMENT PROGRAM




2007 Restatement




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE 1 DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	ARTICLE 2 ELIGIBILITY AND PARTICIPATION
	 	 	9	 
	 
	 	 	 	 
	ARTICLE 3 BASIC AND SUPPLEMENTARY CONTRIBUTIONS
	 	 	10	 
	 
	 	 	 	 
	ARTICLE 4 CHANGE IN CONTRIBUTIONS
	 	 	12	 
	 
	 	 	 	 
	ARTICLE 5 EMPLOYING COMPANY CONTRIBUTIONS
	 	 	12	 
	 
	 	 	 	 
	ARTICLE 6 LIMITATIONS ON CONTRIBUTIONS
	 	 	14	 
	 
	 	 	 	 
	ARTICLE 7 ROLLOVER CONTRIBUTIONS
	 	 	18	 
	 
	 	 	 	 
	ARTICLE 8 INVESTMENT CHOICES OF PARTICIPANT
	 	 	19	 
	 
	 	 	 	 
	ARTICLE 9 MAINTENANCE AND VALUATION OF PARTICIPANT’S
ACCOUNT
	 	 	21	 
	 
	 	 	 	 
	ARTICLE 10 VESTING
	 	 	21	 
	 
	 	 	 	 
	ARTICLE 11 METHOD OF PAYMENT UPON DISTRIBUTION OR
WITHDRAWAL
	 	 	22	 
	 
	 	 	 	 
	ARTICLE 12 WITHDRAWAL FROM ACCOUNT
	 	 	23	 
	 
	 	 	 	 
	ARTICLE 13 DISTRIBUTION UPON TERMINATION OF EMPLOYMENT
	 	 	28	 
	 
	 	 	 	 
	ARTICLE 14 TRANSFER OF A PARTICIPANT
	 	 	35	 
	 
	 	 	 	 
	ARTICLE 15 SUSPENSION OF CONTRIBUTIONS
	 	 	36	 
	 
	 	 	 	 
	ARTICLE 16 EFFECT OF SUSPENSION OF CONTRIBUTIONS
	 	 	36	 
	 
	 	 	 	 
	ARTICLE 17 LEAVE OF ABSENCE, LAYOFF, ABSENCE ON DISABILITY AND
REEMPLOYMENT
	 	 	37	 
	 
	 	 	 	 
	ARTICLE 18 DESIGNATION OF BENEFICIARIES IN THE EVENT OF DEATH
	 	 	39	 
	 
	 	 	 	 
	ARTICLE 19 TRUSTEE OF THE PLAN
	 	 	40	 
	 
	 	 	 	 
	ARTICLE 20 ADMINISTRATION OF THE PLAN
	 	 	42	 
	 
	 	 	 	 
	ARTICLE 21 AMENDMENT AND MODIFICATION OF THE PLAN
	 	 	47	 






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	 	 	Page
	ARTICLE 22 SUSPENSION, TERMINATION, MERGER OR CONSOLIDATION
OF THE PLAN
	 	 	48	 
	 
	 	 	 	 
	ARTICLE 23 GENERAL PROVISIONS
	 	 	48	 
	 
	 	 	 	 
	ARTICLE 24 TOP HEAVY PROVISIONS
	 	 	50	 
	 
	 	 	 	 
	ARTICLE 25 MINIMUM DISTRIBUTION REQUIREMENTS
	 	 	53	 






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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.




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          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.




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          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




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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



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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.




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          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.




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          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
591/2
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




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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





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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



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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





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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





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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



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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.





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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



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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




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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



-16-









 






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



-17-









 






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




ROLLOVER CONTRIBUTIONS




          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.




-18-









 





          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





-19-









 







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.




-20-









 






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:




	 	 	 
	Years of Service Completed	 	Vested Percentage
	Less than 1	 	-0-
	1

	 	20%
	2
	 	40%
	3
	 	60%
	4
	 	80%
	5
	 	100%






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          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.




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     (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



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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 in Section 12.01(a)-(d) hereof, (ii) has taken a nontaxable loan
from the Plan to the maximum extent possible, and (iii) has not attained age 591/2,
and is not disabled and entitled to receive disability payments under a disability
pay plan maintained by his Employing Company. Withdrawals under this Article 12
shall be permitted, according to the specific rules adopted by the Administrative
Committee, which shall be uniformly applied and consistently followed. The term
“Financial Hardship” means an immediate and heavy financial need of the Participant
resulting from: (1) expenses for (or necessary to obtain) medical care that would be
deductible under U.S. Code 

Section 213(d) (determined without regard to whether the
expenses exceed 7.5% of adjusted gross income); (2) costs directly related to the
purchase of a principal residence for the Participant (excluding mortgage payments);
(3) payment of tuition, related educational fees, and room and board expenses, for
up to the next 12 months of post-secondary education for the Participant, or the
Participant’s spouse, children or dependents (as defined in U.S. Code Section 152
and, for taxable years



-24-









 






beginning
on or after January 1, 2005, without regard to U.S. Code
Sections 152(b)(1), (b)(2) and
(d)(1)(B)); (4) payments necessary to prevent the eviction of the Participant from the
Participant’s principal residence or foreclosure on the mortgage on that residence; (5) payments
for burial or funeral expenses for the Participant’s deceased parent, spouse, children or
dependents (as defined in U.S. Code Section 152 and, for taxable years beginning on or after
January 1, 2005, without regard to U.S. Code
Section 152(d)(1)(B)); or (6) expenses for the repair
of damage to the Participant’s principal residence that would qualify for the casualty deduction
under U.S. Code Section 165 (determined without regard to whether the loss exceeds 10% of adjusted
gross income). A Financial Hardship withdrawal hereunder is limited to the amount of actual
financial need that is unavailable to the Participant from the Participant’s other sources. The
Administrative Committee may require the Participant to furnish a financial statement disclosing
the amount of liquid assets otherwise available to him. The determination with respect to the
Financial Hardship shall be made by the Administrative Committee, shall be made on a
non-discriminatory basis and applied uniformly to all Participants under similar circumstances. The
Administrative Committee will make a determination that a withdrawal is necessary to meet a
Financial Hardship of a Participant provided that the Participant satisfies one of the following:




     (i) The Participant certifies that the Financial Hardship will place him and
his immediate family in heavy financial need and that the need cannot be relieved




     (A) through reimbursement or compensation by
insurance or otherwise,




     (B) by reasonable liquidation of his assets, to the extent
such liquidation would not itself cause an immediate and heavy
financial need,




     (C) by cessation of his Pre-Tax Contributions and
After-Tax Contributions to the Plan, or




     (D) by other distributions or nontaxable (at the time of
the loan) loans from plans maintained by an Employing Company
or by any other employer, or by borrowing from commercial
sources on reasonable commercial terms.




     (ii) The Participant satisfies the following conditions:




     (A) the Participant has obtained all other available distributions and
nontaxable loans available under this Plan or any other plan maintained by an
Employing Company, and



-25-









 






     (B) for the six month period following the Financial
Hardship withdrawal all Pre-Tax Contributions under this Plan or any
other plan maintained by an Employing Company shall be suspended.




     (b) A Participant who has attained age 591/2 who
is disabled and entitled to receive disability payments under a disability pay plan
maintained by his Employing Company, who is no longer employed by any Employing
Company or Affiliate (a “terminated vested Participant”), or who is retired may
withdraw, in whole or in part (in $50.00 increments), his Pre-Tax Contributions and
earnings and appreciation thereon (provided he has withdrawn to the maximum extent
possible all amounts enumerated in Section 12.01(a)-(d) hereof) in an amount of cash
specified by the Participant, which shall not exceed the total of (i) the lesser of
(x) the amount of all Pre-Tax Contributions from his Annual Benefit Salary or Wages
(but not any earnings thereon), adjusted for the amount of any previous
distributions or withdrawals which have been made with respect to such Pre-Tax
Contributions, or (y) the amount in his account attributable to such Pre-Tax
Contributions and (ii) the amount in his account attributable to the earnings and
appreciation on Pre-Tax Contributions. A Participant other than a terminated vested
Participant or a retired Participant may make no more than a total of four
withdrawals in any one Plan Year from his Pre-Tax Contributions under the Plan,
other than a withdrawal made under Section 12.03(a).



     Section 12.04. Loans to Participants. Upon Telephonic Notification to the
Administrative Agent, a Participant who is an Employee may request a loan from the Participant Loan
Fund. As soon as practicable after receipt of a loan request containing all required information
(subject to, in the case of loans for a period in excess of 60 months, the completion of such
documentation as the Administrative Committee may require and approval by the Administrative
Committee) such loan shall be granted, subject to the following terms and conditions:




     (a) The minimum amount of any loan hereunder shall be $1,000. The
maximum amount of any loan hereunder (when added to the outstanding balance
or all other loans from the Plan) shall be the lesser of (i) fifty percent
(50%) of the
Participant’s entire vested interest under the Plan, determined as of the
Valuation
Date coinciding with or next preceding the date of the loan request, and
(ii) $50,000, reduced by the excess (if any) of (A) the highest outstanding balance
of loans from the Participant during the one-year period ending on the day before
the loan was made, over (B) the outstanding balance of loans from the Plan on the
date of the loan.




     (b) The interest rate charged on a loan made pursuant to this
Section 12.04 for any calendar month shall be a rate fixed by the
Administrative
Committee at the time the loan is made in accordance with its loan
administrative
procedures. In no instance shall the rate of interest exceed that permitted by
law.



-26-









 






     (c) The principal amount of each loan must be repaid within a period
permissible under the Administrative Committee’s loan administrative procedures
through equal periodic payments of principal (not less frequently than quarterly),
together with interest on the unpaid principal amount at the rate determined in
accordance with Section 12.04(b). With the exception of a loan used to purchase
a principal residence for a Participant, the repayment period shall not exceed
60 months.




     (d) A Participant who has made repayments with respect to an
outstanding loan from the Plan for a period of at least 12 calendar months may
prepay the entire outstanding balance of such loan at any time (but may not make
a partial prepayment).




     (e) Each loan to a Participant shall be secured by fifty percent (50%)
of his entire vested interest under the Plan.




     (f) No distribution shall be made to any Participant or Inactive
Participant, Former Participant or to a Beneficiary unless and until all unpaid
loans, including accrued interest thereon, have been liquidated. If the loan is not
repaid, the outstanding loan principal and accrued interest shall be treated as a
distribution to the Participant.




     (g) Upon repayment by a Participant of the principal and interest of
any loan, whether in whole or in part, amounts credited to the Participant Loan
Fund shall to the extent of such repayment be reduced, and the cash received shall
be reinvested in accordance with the then current investment directions of the
Participant applicable to the contributions which were the source of loan.




     (h) Each Participant to whom a loan is made agrees, by endorsement of the check
representing the proceeds of the loan, (i) that such loan shall be secured by fifty percent (50%)
of his entire vested interest in the Plan, (ii) to repay such loan as provided herein by payroll
deduction or otherwise, and (iii) that he accepts the terms and conditions of such loan as set
forth herein and/or as disclosed by the Administrative Committee. Loans for a term of not more than
60 months may be effectuated by Telephonic Notification. If, within three days after receipt of the
check representing the proceeds of the loan the Participant decides not to enter into such loan, he
shall return the proceeds of the loan to the Trustee, such loan shall be immediately canceled, and
the funds segregated for such loan shall be reinvested as soon as practicable in the Investment
Fund from which funds were withdrawn for the purpose of making such loan.




     (i) The Administrative Committee may prescribe such other terms and conditions for
loans not inconsistent with the foregoing requirements as the Administrative Committee deems
appropriate.



-27-









 





ARTICLE 13

DISTRIBUTION UPON TERMINATION OF EMPLOYMENT




     Section 13.01.
 Retirement.





     (a) If a Participant or Inactive Participant retires pursuant to a
retirement plan of an Employing Company or an Affiliate, he may elect, in the
form and manner prescribed by the Administrative Committee, to receive
distribution of his entire account (regardless of the number of his Years of
Service) in a single payment upon retirement as provided in Section 13.04. If a
Participant or Inactive Participant retires as set forth above and fails to make such
election prior to his retirement, payment in respect of his account will be made in
a single sum as of the Valuation Date concurrent with or immediately following
(i) his attainment of age 65, or (ii) his retirement if his retirement is at or after age
65. For purposes of this Article 13, a Participant shall be considered fully vested
with respect to Employing Company Contributions, irrespective of his Years of
Service, when he attains age 65 or at his early retirement under a Zimmer pension
plan. For purposes of this Plan, any Employee who terminates his employment
after attaining age 55 with ten years of service will be deemed to have terminated
his employment due to early retirement.




     (b) If the value of a Participant’s vested account balance (determined
as of the applicable Valuation Date) is more than $5,000, in lieu of a single
payment as provided in Section 13.01(a), a Participant (which term shall include
for purposes of this Section 13.01(b) an Inactive Participant) may elect to receive
payment with respect to his account either (i) in a single payment as of the last
Valuation Date of any month subsequent to his retirement date as he shall specify,
or (ii) over a period specified by him not exceeding 15 years, in annual
installments consisting of an amount approximately equal to the amount in his
account divided by the number of installments then remaining (including the
installment in question) each year, payable commencing as of the last Valuation
Date of any month following such retirement and as of the last Valuation Date of
the same month in each year thereafter until payment of all such installments are
made in the manner and on the basis of valuation provided for in Section 11.01
(“15 year installment method”).




     (c) A former Participant who is entitled to a deferred vested benefit
under the Plan may, upon attainment of the age required for retirement under a
retirement plan of the Employing Company or of a subsidiary or an affiliate of the
Employing Company, elect to receive payment with respect to his account either
(i) in a single payment as of a Valuation Date subsequent to his attainment of such
age, or (ii) over the 15 year installment method.



-28-









 






     (d) Any payment pursuant to Sections 13.01(b) and (c) shall be subject
to the following:




     (i) no single sum payment may be made and no payment in installments shall
commence later than the date upon which payments must commence under the provisions of
Section 13.04(b),




     (ii) if pursuant to a Participant’s election, payment of installments shall
commence after the Participant’s attainment of age 65, then the specified payment period
shall not exceed such period as determined by the Administrative Committee which, on an
actuarial basis,
(A) will provide that the present value of the payments to be made to the
Participant is more than fifty percent (50%) of the present value of the
total payments to be made to the Participant and his beneficiaries and
(B) will not extend beyond the life expectancy of such Participant and his
designated beneficiary.




     (e) An election under Sections 13.01(b) and (c) shall be made on a
form to be provided for that purpose and shall be signed by the Participant and
delivered to the Employing Company at any time before or after his retirement. A Participant who
has elected to defer payment of his account or to receive installment payments may at any time
change his election by giving at least thirty (30) days prior written notice and either accelerate
or defer within the limitations prescribed by Sections 13.01(b) or (c) the time or payment of part
or all of the remaining amounts in his account. If a Participant should die before complete payment
of his account in accordance with 

Sections 13.01(b) or (c), the amount remaining in his account at
his death shall be distributed as soon as practicable in accordance with Article 18 unless such
Participant or Inactive Participant had elected installment payments and had further elected that
upon his death prior to receipt of all such amounts, such installment payments shall be continued
to the person or persons entitled to distribution in accordance with Article 18 until payment of
all remaining installments have been made. In no event shall the amount remaining in the
Participant’s account at his death be distributed to the person or persons entitled to distribution
in accordance with Article 18 less rapidly than under the method of distribution being used as of
the date of the Participant’s death. In the event a Participant had elected installment payments
but had not made a further election, then if the Participant dies before complete payment of his
account, installment payments may be continued to the person or persons entitled to distribution in
accordance with Article 18 until payment of all remaining installments are made. In no event shall
the amounts remaining in the Participant’s account at his death be distributed to the person or
persons entitled to distribution in accordance with Article 18 less rapidly than under the method
of distribution being used as of the date of the Participant’s death.




     (f) A Participant’s rollover contributions will not be excluded from the
Participant’s vested account balance for purposes of determining whether the
involuntary cash out rules described in the Section 13.01 apply.



-29-









 





     Section 13.02. Death. In the event of the death of a Participant or Inactive
Participant, the amount in his account as of the Valuation Date of distribution (regardless of the
number of his Years of Service) will, except as otherwise provided in this Section be:




     (a) distributed in accordance with Article 18, or




     (b) if the Participant or Inactive Participant shall have so elected prior
to his death, be distributed in accordance with Article 18 over a period of not
less
than two years nor more than five years (as the Participant or Inactive
Participant
shall have elected) in annual installments consisting of an amount
approximately
equal to the amount in the Participant’s account divided by the number of
installments then remaining (including the installment in question), or in lieu
thereof,




     (c) if the Participant or Inactive Participant has not prior to his death
made an election in accordance with Section 13.02(b), the Participant’s or
Inactive
Participant’s surviving designated Beneficiary or person or persons entitled to
distribution in accordance with Article 18 may, within 60 days after the death
of
the Participant or Inactive Participant, elect that all of the amounts in the
account
of the deceased Participant or Inactive Participant be applied in accordance
with
Section 13.02(b) as soon as practicable after receipt of such election or, in
lieu
thereof, if the Administrative Committee shall approve, be distributed over a
period of not less than two years nor more than five years (as the surviving
designated Beneficiary or other person or persons entitled to distribution
shall
elect) in annual installments consisting of an amount equal to the amount in
the
Participant’s account divided by the number of installments then remaining
(including the installment in question).



     Notwithstanding anything in this Section 13.02 to the contrary, if the Participant’s vested
account balance is not more than $5,000, distribution of his vested account balance under this
Section 13.02 shall be made in a single payment as soon as practicable to the person or persons
entitled to distribution in accordance with Article 18. In the case that distribution is to be made
in installments to the Participant’s or Inactive Participant’s designated Beneficiary or person or
persons entitled to distribution in accordance with Article 18, such designated Beneficiary or
person or persons may, within 60 days after the death of the Participant or Inactive Participant,
elect that commencement of such distribution be delayed to a future Valuation Date; provided,
however, that the account of the deceased Participant or Inactive Participant shall be distributed
within five years after the death of such Participant or Inactive Participant. If any person
entitled to a distribution which is to be made in installments shall die before all installments to
which he is entitled to have been received by him, the remaining installments shall be paid to his
executor or administrator. An election by a Participant or Inactive Participant in accordance with
Section 13.02(b) shall be made in the form and manner prescribed by the Administrative Committee
and may be similarly revoked at any time prior to his death. An election in accordance with Section
13.02(c) shall be made in the form and manner prescribed by the Administrative Committee.



-30-









 





     Section 13.03. Termination of Employment for Any Reason Other than Retirement or
Death.




     (a) If the employment of a Participant or Inactive Participant
terminates for any reason other than retirement, death or transfer to any
subsidiary
or affiliate of the Employing Company that has not adopted the Plan, the vested
amount in his account shall continue to be held in his account for his benefit
and
shall be distributed in accordance with Article 11, or Article 18 in the event
of his
death, at the earlier of (i) his normal retirement date pursuant to a
retirement plan
of an Employing Company, or a subsidiary or affiliate of an Employing Company
that has not adopted the Plan, or (ii) his death unless either (1) his vested
account
balance (determined as of the Valuation Date on which the Participant’s or
Inactive Participant’s employment terminated) is not more than $5,000, in which
case distribution of his vested account balance shall be made to him in a
single
payment as soon as practicable as provided in Section 13.04, or (2) his vested
account balance (determined as of the Valuation Date on which the Participant’s
or Inactive Participant’s employment terminated) is more than $5,000, and the
Participant or Inactive Participant has elected, on a form prescribed by and
filed
with the Administrative Committee at any time before or after employment, that
distribution of his vested account balance may be made to him in a lump sum as
soon as practicable. If distribution is to be made in accordance with this
paragraph (a) on account of the death of the Participant or Inactive
Participant
then, instead of a single distribution in accordance with Article 18,
distribution
shall be made either in accordance with Section 13.02(b) or (c) if appropriate
and
timely election has been made in accordance with either of such Sections, but
subject to the remaining provisions of Section 13.02.




     (b) Upon a Participant’s or Inactive Participant’s termination of
employment as provided in paragraph (a), his account balance attributable to
Employing Company Contributions that has not vested in accordance with
Article 10 shall be forfeited, provided that (i) upon his reemployment as an
Employee prior to five consecutive One Year Breaks in Service if he has not
received distribution of his account, or (ii) upon his reemployment as an
Employee and repayment of the distribution as provided in Section 13.06(a) if
he
has received distribution of his account, an Employing Company shall restore to
his account an amount equal to the amount which at the date of termination of
his
employment was not vested and was forfeited. Such amount shall be invested as
described in Section 13.06(a) and shall constitute the beginning balance in the
Participant’s account attributable to Employing Company Contributions.



     Section 13.04. Timing of Distributions.





     (a) For purposes of distributions under Sections 13.01 and 13.03, if
employment is terminated, distribution in accordance with such Sections will be made
in respect of amounts in the Participant’s or Inactive Participant’s account as soon
as practicable after the Valuation Date corresponding with or immediately



-31-









 






preceding the event covering such distribution. Such amounts shall be valued for distribution
purposes in accordance with Section 11.01.




     (b) Notwithstanding any other provision of the Plan with respect to the time of making a
distribution under the Plan but subject to the last sentence of this subsection (b), unless the
Participant or Inactive Participant elects otherwise pursuant to the provisions of the Plan, a
distribution to be made in accordance with Section 13.01 or 13.03 shall be made or commenced no
later than the 60th day next following the close of the calendar year in which the Participant
attains age 65, or, if later, his employment with an Employing Company or an Affiliate to which he
was transferred in accordance with Article 14, is terminated. Notwithstanding anything in the Plan
to the contrary, the distribution of the vested account balance of a Participant, Inactive
Participant or Former Participant, including incidental death benefits under Section 401(a)(9)(G)
of the U.S. Code, if any, may be made under a method of payment which, as of the “required
beginning date” (as defined in Section 401(a)(9) of the U.S. Code), satisfies the minimum
distribution requirements under Section 401(a)(9) of the U.S. Code.




     (i) With respect to a Participant, Inactive Participant or Former Participant
who attains age 701/2 before January 1, 1988 and who, at no time at or after attaining age
661/2, was a 5-Percent Owner, the required beginning date shall be
no later than the April 1 of the calendar year following the calendar year in which he
attains age 701/2 or the calendar year in which he retires,
whichever is later. For purposes of this Section, 5-Percent Owner shall have the same
meaning as that set forth in section 416(i) of the U.S. Code.




     (ii) With respect to a Participant, Inactive Participant or Former Participant
who attains age
701/2 after December 31, 1987 but before the
Transition Period, the required beginning date shall be no later than the April 1 of the
calendar year following the calendar year in which he attains age 701/2. For purposes of
this Section, the Transition Period is the period beginning on January 1, 1997 and ending
on December 31, 1999.




     (iii) During the Transition Period, each Participant or Inactive Participant who
attained age 701/2 while employed by an Employing Company and who was not a 5-Percent Owner
shall elect a required beginning date that is no later than the April 1 of the calendar
year following the calendar year in which he attains age 701/2 or his retirement date.




     (iv) Each Participant, Inactive Participant or Former Participant who attains
age 701/2 on or after January 1, 2000 and who is not a 5-Percent Owner shall have a required
beginning date that is no later than the April 1 of the calendar year following the later
of the calendar year in which such Participant attains age 701/2 or his retirement date.



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     (v) For each Participant, Inactive Participant or Former
Participant who is a 5-Percent Owner, the required beginning date shall be
no later than the April 1 of the calendar year following the calendar year
in which he attains age 701/2.



     Section 13.05.
Use of Forfeitures. Except as provided in Section 13.08, all amounts
forfeited under the Plan by a Participant shall be applied as a credit to reduce subsequent
contributions of an Employing Company by which the Participant is employed at the time of
forfeiture. In the event the Plan is terminated, any forfeiture not applied prior thereto to reduce
an Employing Company Contributions shall be credited ratably to the accounts of its participating
employees in proportion to the amount of its contributions to such accounts for the last month with
respect to which it made contributions.



     Section 13.06. Reinstatement of Accounts.




     (a) If a Participant or Inactive Participant who terminates employment
receives a distribution of his account pursuant to Section 13.03 that is less
than
the entire balance in his account as of the date of such distribution, and if
prior to
incurring five consecutive One Year Breaks-in-Service he is reemployed by an
Employing Company as an Employee, he may, within thirty days after his
reemployment (which shall, for the purposes of this paragraph (a), include
reinstatement to status as a disabled Employee), repay in cash to the Trustee
an
amount equal to the cash he received and an amount equal to the value (as of
the
Valuation Date on which his termination of employment occurred) of Zimmer
Stock distributed to him. The amount repaid shall, to the extent practicable,
be
invested by the Trustee in such types of investments, and the types of
investments
shall be in such proportion, as the account of the Participant or Inactive
Participant shall have been invested on the date as of which his account was
distributed to him. Such amounts shall be allocated to the Participant’s or
Inactive
Participant’s Employing Company Contributions account and to the account
attributable to his After-Tax Contributions in the same proportion as was the
amount in one account to the amount in the other account which was redeemed to
make distribution of his accounts, and the amounts so allocated shall
constitute
the beginning balances in such accounts. Any non-vested amount in his account
at the time of termination of his employment which shall be restored to his
account as provided in Section 13.03(b) shall constitute the beginning balance
in
his account attributable to Employing Company Contributions.




     (b) If a Participant or Inactive Participant who terminates employment
receives a distribution of his account pursuant to Section 13.03 that
represents the
full value of his account as of the date of such distribution and if prior to
incurring
5 (five) consecutive One Year Breaks-in-Service he is reemployed by an
Employing Company as an Employee, he may, within 30 days after his
reemployment, repay in cash to the Trustee an amount equal to the cash he
received and an amount equal to the value (as of the Valuation Date on which
his
termination of employment occurred) of Zimmer Stock distributed to him. The
amount repaid shall be invested by the Trustee in such Investment Funds as



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determined by the Participant and in the manner specified by the Administrative
Committee. Such amounts shall be allocated to the Participant’s or Inactive
Participant’s Employing Company Contributions account and to his account
attributable to his After-Tax Contributions in the same proportion as was the amount
in one account to the amount in the other account which was redeemed to make
distribution of his accounts, and the amount so allocated shall constitute the
beginning balances in such accounts.



     Section 13.07. Payment of Eligible Rollover Distributions. Any individual who is
entitled to receive a distribution of benefits under the Plan (excluding any Beneficiary who is not
the Participant’s surviving spouse but including any Participant’s spouse or an alternate payee
under a qualified domestic relations order within the meaning of Section 414(p) of the U.S. Code)
may elect to have all or a portion of the taxable amount of such benefit distribution that
qualifies as an eligible rollover distribution under Section 402(c)(4) of the U.S. Code paid
directly to a single eligible retirement plan specified by such individual. For purposes of this
Section 13.07, an “eligible retirement plan” is (1) an individual retirement account described in
Section 408(a) of the U.S. Code, (2) an individual retirement annuity described in Section 408(b)
of the U.S. Code (other than an endowment contract), (3) an annuity plan described in Section
403(a) of the U.S. Code, (4) a qualified plan that accepts rollover distributions, (5) an eligible
deferred compensation plan described in Section 457(b) of the U.S. Code that is maintained by an
eligible employer described in Section 457(e)(i)(A) of the U.S. Code and that accepts rollover
distributions, or (6) an annuity contract described in Section 403(b) of the U.S. Code that accepts
rollover distributions. For purposes of this Section, an “eligible rollover distribution” will mean
a distribution from the Plan, excluding (a) any distribution that is one of a series of
substantially equal periodic payments (not less frequently than annually) over the life (or life
expectancy) of the individual, the joint lives (or joint life expectancies) of the individual and
the individual’s designated Beneficiary, or a specified period
of ten (10) or more years; (b) any
distribution to the extent such distribution is required under Section 401(a)(9) of the U.S. Code;
(c) any distribution to the extent such distribution is not included in gross income; and (d) any
hardship distribution. An eligible rollover distribution may consist in whole or in part of
After-Tax Contributions only if such distribution is made in the form of a direct
trustee-to-trustee transfer from the Plan to an individual retirement account or annuity under
Section 408(a) or 408(b), respectively, of the U.S. Code, or to a qualified defined contribution
plan described in Section 401(a) or 403(b) of the U.S. Code that will separately account for such
Contributions or to a plan described in clause (1) or (2) above. The Administrative Committee shall
establish uniform procedures for making such direct rollover elections.



     A nonspouse Beneficiary who is a designated beneficiary (as defined in U.S. Code Section
401(a)(9)(E)) of a Participant may elect to have any portion of a distribution payable to him or,
to the extent provided in rules prescribed by the Secretary, payable to a trust maintained for his
benefit, transferred in a direct trustee-to-trustee transfer to an individual retirement plan
described in U.S. Code Section 402(c)(8)(B)(i) or (ii) established for the purpose of receiving the
distribution on behalf of the Beneficiary.



     Notwithstanding the forgoing, any eligible rollover distribution in excess of $1,000 but not
in excess of $5,000 made after the effective date of final regulations issued by the



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Department of Labor with respect to Section 401(a)(31)(B) of the U.S. Code shall be transferred
directly to the individual retirement plan of a designated trustee or insurer, unless the
Participant elects to receive the distribution.




     Section 13.08. Inability to Locate Payee. Where amounts become distributable under the
Plan and the Administrative Committee is unable, for a period of twenty-four months from the date
the Participant’s account becomes eligible for distribution, to locate the Participant or
Beneficiary to whom the distribution is payable, all such amounts shall be reallocated among the
other Participants as of the last day of such month. In the event the Participant or his
Beneficiary thereafter makes proper claim to the Administrative Committee, the amount payable to
such Participant or Beneficiary shall be distributable from amounts forfeited by other Participants
in accordance with Section 13.03(b) of the Plan.



     Section 13.09. Terminated Vested Participants. In the case of any Former Participant
who has not received a distribution of the vested account balance pursuant to any section of this
Plan, such Former Participant may elect to make withdrawals during the period of deferral in the
same manner and in the same priorities as withdrawals may be made by a Participant or Inactive
Participant who remains in employment pursuant to Article 12. Notwithstanding the election by a
Former Participant to make withdrawals during the period of deferral pursuant to this Section
13.09, the method of payment upon withdrawal shall be as provided in Article 11.



ARTICLE 14

TRANSFER OF A PARTICIPANT




     Section 14.01. Transfer to Employing Company. If a Participant shall cease to be
employed by one Employing Company and shall become employed as an Employee by another Employing
Company, his participation in the Plan shall not be affected.



     Section 14.02. Transfer to Affiliate. If a Participant shall cease to be employed as
an Employee and shall become employed by an Affiliate that has not adopted the Plan, he shall be
deemed to have given notice to suspend the making of Pre-Tax Contributions and After-Tax
Contributions from his Annual Benefit Salary or Wages effective with his last month ending in the
month of his transfer. The suspension shall continue as long as he remains in the employ of an
Affiliate that has not adopted the Plan. Such Inactive Participant’s period of employment by any
such subsidiary, affiliate, division or branch shall be taken into account in determining his Years
of Service for purposes of Section 10.02 in the same manner and to the same extent as if such
employment had been employment as an Employee with an Employing Company without taking into account
any suspension in the making of Pre-Tax Contributions and After-Tax Contributions from his Annual
Benefit Salary or Wages as the result of this Section 14.02. Should he terminate his employment
with any such subsidiary or affiliate and not become an Employee of an Employing Company, his
employment shall be deemed to have terminated for purposes of the Plan at the time of such
termination. The Administrative Committee, in its discretion, may determine that a Participant will
be deemed to have terminated his employment for purposes of the Plan upon the sale of an Employing
Company or of substantially all the assets of a division of Zimmer or of an Employing Company that
employs such Participant.



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     Section 14.03. Transfer to Foreign Affiliate. If a Participant who is a United States
citizen shall become employed by a foreign affiliate of an Employing Company (as the term “foreign
affiliate” is defined in Section 3121(1)(6) of the U.S. Code) and all of the conditions that
permit him to be deemed to be an Employee of such Employing Company exist at the time of his
transfer of employment and continue to exist during his employment by such foreign affiliate, his
transfer of employment shall not affect his participation in the Plan. If, at any time while he
remains in the employment of such foreign affiliate, the conditions that permit him to be deemed to
be an Employee cease for any reason, he shall at such time be regarded as having been transferred
to an Affiliate that is not an Employing Company. Should he terminate his employment with any such
foreign affiliate and not become an Employee of an Employing Company, his employment shall be
deemed to have terminated for purposes of the Plan at the time of such termination.



ARTICLE 15

SUSPENSION OF CONTRIBUTIONS




     Section 15.01. Voluntary Suspension. A Participant, by signing a direction on a form
to be provided for that purpose and delivering such form to an Employing Company at least thirty
(30) days (or such less number of days as the Administrative Committee may specify) before the end
of any month, may voluntarily suspend the making of both his Pre-Tax Contributions and After-Tax
Contributions from his Annual Benefit Salary or Wages. Such change will be effective as soon as
practicable after receipt of the election to suspend, but not earlier than the beginning of the
first month after receipt of such election. However, no Participant may suspend the making of
Pre-Tax Contributions and After-Tax Contributions pursuant to this Section 15.01 more than once in
any Plan Year. Also, no one such suspension may continue for a period of less than three months. A
Participant may terminate such a suspension of his Pre-Tax Contributions and After-Tax
Contributions as of the end of the third month that the suspension has been in effect, or as of the
end of any subsequent month, by signing a direction on a form to be provided for that purpose and
delivering such form to an Employing Company at least thirty days (or such lesser number of days as
the Administrative Committee may specify) before the end of such month.



ARTICLE 16

EFFECT OF SUSPENSION OF CONTRIBUTIONS




     Section 16.01. Procedures for Suspension. Whenever the making of Pre-Tax Contributions
and After-Tax Contributions from the Annual Benefit Salary or Wages of a Participant is suspended
for any reason, all contributions to the Employee’s account by an Employing Company under the Plan
shall also be suspended. If an event causing suspension under the Plan occurs during a period when
a suspension is already in effect, the periods of suspension shall run concurrently. When all
suspensions are ended, unless the participation of the Participant has been terminated, the making
of Pre-Tax Contributions and After-Tax Contributions from Annual Benefit Salary or Wages shall be
resumed (if the Employee elects to resume) beginning with the Participant’s first payroll period
commencing after all suspensions are ended, and contributions by the Employing Company also shall
be resumed. There shall be no make-up of Pre-Tax Contributions or After-Tax Contributions from
Annual Benefit Salary or Wages or of contributions by an Employing Company with respect to a period
of suspension.



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ARTICLE 17

LEAVE OF ABSENCE, LAYOFF, ABSENCE 

ON DISABILITY AND REEMPLOYMENT




     Section 17.01. Leave of Absence.




     (a) A Participant’s temporary absence pursuant to any leave of absence
(including a family care and adoption assistance leave) granted in accordance
with his Employing Company’s established leave policies, which shall be applied
in a uniform and non-discriminatory manner to all Participants under similar
circumstances, will not be considered a termination of employment and, except
for months during which the Participant is on a personal leave and in respect of
which he made no allotments, shall be considered a period of active employment
with his Employing Company in determining his Years of Service for purposes of
Section 10.02, provided the Participant returns to employment with an Employing
Company as an employee prior to or upon expiration of the period of leave or, in
the case of a Participant who has been granted a leave of absence for military
service, within 90 days after the time he first becomes eligible for release or
discharge from active duty (or such longer period as may be prescribed by law for
the protection of reemployment rights). If a Participant is granted a leave of
absence for military service (including a paid leave of absence as described in
subsection (c) and does not return to employment within such 90-day period, his
employment for purposes of this Plan shall be deemed to have terminated as of
the expiration of such 90-day period.




     (b) If a Participant is granted a leave of absence without pay
(including unpaid leave for military or governmental service, and a family care
and adoption assistance leave) by his Employing Company, there shall be no Pre-
Tax Contributions or After-Tax Contributions from his Annual Benefit Salary or
Wages during the period of such leave of absence, except as provided in
Section 17.03.




     (c) If a Participant is granted a leave of absence with pay for military
service under a policy of his Employing Company that provides for such paid
leave, such Participant may make Pre-Tax Contributions and/or After-Tax
Contributions from his Annual Benefit Salary or Wages during such leave of
absence; provided, however, that for purposes of the foregoing, the Participant’s
Annual Benefit Salary or Wages during a period of military service shall be
deemed to be that in effect at the time he commenced such service less the
amount of his base military pay for such period. A Participant who is receiving
payments pursuant to a paid military leave policy of his Employing Company
may at any time, if he so elects, suspend Pre-Tax Contributions and After-Tax
Contributions from such payments in accordance with Article 15. In the event a
Participant’s period of military service exceeds the period for which he is entitled
to payment by his Employing Company pursuant to its paid military leave policy,
such Participant shall, as of the day on which such entitlement ceases, be deemed
to be granted a leave of absence without pay for military service.



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     (d) Any provision of this Plan to the contrary notwithstanding,
contributions, benefits and service credit with respect to qualified military
service will be provided in accordance with Section 414(u) of the U.S. Code.



     Section 17.02. Layoff. If a Participant is laid off, there shall be no Pre-Tax
Contributions or After-Tax Contributions from his Annual Benefit Salary or Wages during the period
of layoff. If a Participant or Inactive Participant is laid off and returns as an Employee in
active service within 6 months of his layoff, the period of his layoff shall be considered as a
period of active employment with his Employing Company in determining his Years of Service for
purposes of Section 10.02. If the Participant or Inactive Participant returns as an Employee in
active service after 6 months but within 12 months of his layoff, his employment shall not be
deemed to have terminated by reason of such layoff for purposes of the Plan, but the period of his
layoff shall not be considered in determining his Years of Service under the Plan. If at the end of
12 months the Participant or Inactive Participant has not returned as an Employee in active
service, then, notwithstanding any other provision of the Plan, his employment shall be deemed to
have terminated at such time for purposes of the Plan.



     Section 17.03. Disability. If a Participant is entitled to receive
disability
payments under a short-term disability pay plan maintained by his Employing Company, he shall be
considered to be on a leave of absence, which shall be deemed to continue so long as he continues
to be entitled to receive monthly disability payments under such short-term disability pay plan,
and the Annual Benefit Salary or Wages of such Participant shall be the amount of his monthly
disability payments. Effective September 2, 2008, a Participant may make Pre-Tax Contributions and
After-Tax Contributions from his Annual Benefit Salary or Wages during the period of his short-term
disability, and Employing Company Contributions and Fixed Contributions shall be based on his
Annual Benefit Salary or Wages during his period of short-term disability. There shall be no
Pre-Tax Contributions or After-Tax Contributions from his Annual Benefit Salary or Wages during the
period of long-term disability, and Employing Company Contributions and Fixed Contributions shall
not be based on his Annual Benefit Salary or Wages during the period of long-term disability. If
immediately following the end of the period during which the Participant is entitled to receive
short-term disability payments he is not an Employee in active service, his employment shall be
deemed to have terminated at such time for purposes of the Plan. For purposes herein, long-term
disability plan shall mean any plan or program providing disability benefits after 180 days of
disability.



     Section 17.04. Reemployment.




     (a) If the service of an Employee is terminated and he is reemployed
by an Employing Company as an Employee, he may elect, in accordance with
Article 2, to participate in the Plan on an Enrollment Date following the date
of
his reemployment.




     (b) If an Employee’s service is terminated and he again becomes an
Employee, his Years of Service prior to the termination of his service shall be
restored if (i) he has not incurred a One Year Break-in-Service; or (ii) he has
incurred any number of One Year Breaks-in-Service and is vested in any amounts
attributable to Employing Company Contributions in accordance with
Section 10.2;



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 or (iii) the number of his consecutive One Year Breaks-in-Service does not
equal or exceed the greater of five or the aggregate number of his Years of Service
prior to such termination, disregarding any prior Years of Service which are not
required to be taken into account. Any Year of Service restored to an Employee as
provided in Section 17.04(b)(i), (ii) or (iii) shall be taken into account for
purposes of determining the Participant’s percentage of vested amounts attributable
to Employing Company Contributions made in respect of the period subsequent to his
reemployment.




     (c) If the service of an Employee is terminated and he is reemployed by
an Employing Company, any period of suspension in effect prior to the termination of
his service shall not be resumed upon his reemployment.



ARTICLE 18

DESIGNATION OF BENEFICIARIES IN THE EVENT OF DEATH




     Section 18.01. Beneficiary Designation. A Participant may designate a Beneficiary or
Beneficiaries to receive all or part of the amount in his account in case of his death, if such
Beneficiary or Beneficiaries shall be living at the time of his death; however, a Participant may
not designate a Beneficiary other than his spouse unless the Administrative Committee has received
a written consent to such designation from the Participant’s spouse in accordance with the
provisions of the following sentence. The consent must be in writing, must acknowledge the effect
of the designation and must be witnessed by a representative of the Administrative Committee or a
Notary Public. A Participant may, subject to the preceding sentence, change or revoke a designation
of Beneficiary, and such designation, change or revocation shall be on a form to be provided for
that purpose and shall be signed by the Participant and delivered to the designated agent of
Zimmer prior to his death. In case of the death of the Participant, the amount in his account with
respect to which a designation of Beneficiary has been made (to the extent the designation is valid
and enforceable under applicable law) shall be distributed in accordance with the Plan to the
surviving designated Beneficiary or Beneficiaries. The amount in the Participant’s account
distributable upon death and not subject to such a designation, or if no Beneficiary shall be
living at the death of the Participant, shall be distributed following his death to the person or
persons in the first of the following classes of successive preference:




     (a) The Participant’s surviving spouse.




     (b) Such one or more of the Participant’s surviving children as the
Administrative Committee shall determine and in such proportions as the
Administrative Committee determines.




     (c) The Participant’s surviving parents, equally.




     (d) Such one or more of the Participant’s surviving brothers and sisters
as the Administrative Committee shall determine and in such proportions as the
Administrative Committee determines.



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     (e) The Participant’s executors or administrators.



     Section 18.02. Beneficiary Payments and Reinvestment Elections. Payment to such one or
more such Beneficiaries shall completely discharge the Plan and the Trustee with respect to the
amount so paid. A designation of a Beneficiary under this Section 18.01 shall be deemed a
designation of a Beneficiary under the Plan.



ARTICLE 19

TRUSTEE OF THE PLAN




     Section 19.01. Trust Agreement. The assets of the Plan shall be held in trust by a
Trustee appointed by the Board of Directors. If the Board of Directors so determines, Zimmer may
enter into a Trust Agreement or Trust Agreements with additional trustee(s). Any Trust Agreement
may be amended by Zimmer from time to time in accordance with its terms. Any Trust Agreement shall
provide, among other things, that all funds received by the Trustee thereunder will be held,
administered, invested and distributed by the Trustee, and that no part of the corpus or income of
the trust held by the Trustee shall be used for, or diverted to, purposes other than for the
exclusive benefit of Participants or Inactive Participants or their Beneficiaries. Any Trust
Agreement may also provide that the investment and reinvestment of any Investment Fund or any part
thereof may be carried out in accordance with directions given to the Trustee by any investment
advisor or advisors that may be designated by the Benefits Committee and that shall qualify as an
Investment Manager. Zimmer may remove any Trustee or any successor Trustee, and any Trustee or
successor Trustee may resign. Upon removal or resignation of a Trustee, Zimmer shall appoint a
successor Trustee.



     Section 19.02. Trustee’s Authority. The Trustee shall have the powers provided in
the Trust Agreement forming a part of the Plan, provided that such powers shall be exercised as
the Benefits Committee shall from time to time direct.



     Section 19.03. Purchases of Zimmer Stock. As soon as practicable after receipt of
funds for investment in the Zimmer Stock Fund, the Trustee shall purchase Zimmer Stock, or cause
Zimmer Stock to be purchased, on the open market or by private purchase, provided that no private
purchase may be made at any price greater than the last sale price or highest current independent
bid price, whichever is higher, for Zimmer Stock on the New York Stock Exchange. Notwithstanding
the foregoing, the Trustee may hold in cash, and may temporarily invest in short-term United States
Government obligations, commercial paper or other investments of a short-term nature, funds
allocated to the Zimmer Stock Fund pending investment of such funds in Zimmer Stock or for
liquidity purposes.



     Section 19.04. Purchases of Securities for the Investment Funds. As soon as
practicable after the Trustee receives funds for investment in the Investment Funds, the Trustee
shall invest such funds in the Investment Fund designated for such investment or, if the Trust
Agreement so provides, the Trustee shall invest such funds as directed by an Investment Manager or
the Benefits Committee. Purchases in respect of the Investment Funds may be made on the open market
or directly from the issuer.



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     Section 19.05. Voting of Zimmer Stock. Before each annual or special meeting of
shareholders of Zimmer, there shall be sent to each Participant any portion of whose account
balance is invested in the Zimmer Stock Fund a copy of the proxy soliciting material for the
meeting, together with a form requesting instructions to the Trustee on how to vote the Zimmer
Stock held on his behalf in the Zimmer Stock Fund on the Valuation Date immediately preceding the
record date of the Zimmer Stock. Zimmer may appoint a person or persons to solicit and/or tabulate
the votes of Participants and to communicate the results thereof to the Trustee. Upon receipt of
such instructions, the Trustee shall vote such Zimmer Stock as instructed by the Participant. All
Zimmer Stock for which the Trustee does not receive instructions shall be voted by the Trustee on
each issue in the same proportion as those shares for which it has received instructions from
Participants.



     Section 19.06. Tendering of Zimmer Stock. The Trustee may not take any action in
response to a tender offer except as otherwise provided in this Section 19.06. Each Participant, a
named fiduciary within the meaning of Section 403(a)(1) of ERISA, may direct the Trustee in writing
to sell, exchange, or transfer the Zimmer Stock in his account in accordance with the terms of such
tender offer. To the extent that Participants do not instruct the Trustee or do not issue valid or
timely directions to the Trustee to sell, exchange, or transfer the Zimmer Stock in their accounts,
Participants shall be deemed to have directed the Trustee that such shares be retained and not be
disposed of under the terms of the tender offer. Zimmer and the Trustee shall not interfere in any
manner with a Participant’s decision as to whether to sell, exchange, or transfer the Zimmer Stock
in his account. The Trustee shall arrange for Participant directions or instructions to be made on
a confidential basis, and Zimmer shall communicate to Participants the provisions of this Section
19.06. The Trustee shall use its best efforts to distribute or cause to be distributed to
Participants all communications directed generally to the owners of Zimmer Stock, except to the
extent Zimmer distributes such communications directly to Participants. Any cash proceeds received
by the Trustee as a result of the sale of Zimmer Stock pursuant to a tender offer shall be
reinvested by the Trustee in Zimmer Stock if such stock is available for purchase, provided such
Zimmer Stock continues to be traded on a national securities exchange. If Zimmer Stock is no longer
traded on a national securities exchange, then the proceeds of such sale shall be invested as
directed by the Benefits Committee.



     Section 19.07. Voting of Shares in Certain Investment Funds. Before each annual or
special meeting of shareholders of an Investment Fund that is registered under the Investment
Company Act of 1940, there shall be sent to each Participant any portion of whose account balance
is invested in such Investment Fund a copy of the proxy soliciting material for the meeting,
together with a form requesting instructions to the Trustee on how to vote the shares of the
Investment Fund held on his behalf on the Valuation Date immediately preceding the record date of
the Investment Fund. The Administrative Agent shall solicit and/or tabulate the votes of
Participants and communicate the results thereof to the Trustee. Upon receipt of such instructions,
the Trustee shall vote such Investment Fund shares as instructed by the Participant. All shares of
the Investment Fund for which the Administrative Agent does not receive instructions shall not be
voted.



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     Section 19.08. Uninvested Funds. The Trustee may keep uninvested an amount of cash
sufficient in its opinion to enable it to carry out the purposes of the Plan. No income shall
accrue to an account of any Participant on such uninvested funds.



     Section 19.09. Audit. Zimmer shall select a firm of independent certified public
accountants to examine and report annually on the financial position and the results of operations
of the trust forming a part of the Plan.



ARTICLE 20

ADMINISTRATION OF THE PLAN




     Section 20.01. The Benefits Committee. The Benefits Committee shall consist of such
number of persons, not less than three, as shall be appointed by the Board of Directors. Any member
of the Benefits Committee may resign or be removed by the Board of Directors, and new members may
be appointed by the Board of Directors.



     Section 20.02. The Administrative Committee. The Administrative Committee shall
consist of such number of persons, not less than three, as shall be appointed by the Benefits
Committee. Any member of the Administrative Committee may resign or be removed by the Benefits
Committee, and new members may be appointed by the Benefits Committee.



     Section 20.03. Resignation of Committee Member. Any member of a Committee may resign
by delivering his written resignation to the Board of Directors (or, if he is a member of the
Administrative Committee, to the Benefits Committee), and such resignation shall become effective
upon delivery or upon any date specified therein.



     Section 20.04. Selection of Chairman. The Benefits Committee shall select a Chairman
of the Benefits Committee and of the Administrative Committee. Each Committee may select a
Secretary (who may, but need not, be a member of the Committee) to keep its records or to assist it
in the doing of any act or thing to be done or performed by the Committee.



     Section 20.05. Quorum. A majority of the members of the Committee at the time in
office shall constitute a quorum for the transaction of business at any meeting. Any determination
or action of the Committee may be made or taken by a majority of the members present at any meeting
thereof, or without a meeting by a resolution or written memorandum concurred in by a majority of
the members then in office.



     Section 20.06. Authority of the Benefits Committee. The Benefits Committee shall:




          (a) have the authority to determine the method and medium of funding
benefits under the Plan;




          (b) select the trustee of any trust through which the Plan is funded;




          (c)
be a “named fiduciary” with respect to control or management of the assets of the Plan so as to permit the Benefits Committee to delegate
authority







-42-









 





     to manage, acquire, or dispose of assets of the Plan to one or more Investment
Managers as provided in Section 402(c)(3) of ERISA;





     (d) determine the extent to which trust assets shall be invested in
collective investment vehicles such as pooled real estate funds, venture
capital
companies, mutual funds, insurance contracts, etc.;




     (e) determine the extent to which trust assets shall be invested in stock
of Zimmer, an Employing Company or an Affiliate;




     (f) establish with any such Investment Manager or trustee such
guidelines or restrictions relating to the types of assets in which funds may
be
invested as the Benefits Committee shall consider appropriate (in which case
the
Benefits Committee shall have the fiduciary responsibility for ensuring that
the
diversification requirements of ERISA are not violated by any such guidelines
or
restrictions);




     (g) monitor the performance of all such trustees, Investment Managers
and collective investment vehicles;




     (h) select the Plan’s actuary and monitor the performance of such
actuary; and




     (i) approve the funding assumptions and methods to be used by the
actuary for the Plan (in consultation with such actuary).



     Section 20.07. Authority of the Administrative Committee. The Administrative Committee
shall:




     (a) control and manage the operation and administration of the Plan
and it shall be deemed the “Administrator” of the Plan as the term
“Administrator”
is defined in ERISA and shall be, in its capacity as “Administrator” with
respect
to the Plan a “named fiduciary” as that term is defined in ERISA;




     (b) take all actions required to be taken by the “plan administrator” of
the Plan under ERISA, including the preparation and filing of all reports and
other
materials required to be filed with governmental agencies under ERISA, and the
preparation and distribution of all required notices, reports, plan summaries,
elections forms, etc. to Participants and their Beneficiaries;




     (c) be responsible for construing and interpreting the provisions of the
Plan, and resolving any ambiguities therein, and for maintaining a claims
procedure under the Plan as required by ERISA;




     (d) establish rules for operation of the Plan to the extent required by
the terms thereof or deemed appropriate by the Administrative Committee;



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     (e) make any discretionary administration decisions required to be
made under the terms of the Plan;




     (f) adopt written procedures pursuant to which the Administrative
Committee shall operate;




     (g) authorize benefit payments under the Plan when due;




     (h) assume such additional or different responsibilities as the Benefits
Committee shall allocate to the Administrative Committee in accordance with the
authority granted to the Benefits Committee; and




     (i) report at least annually (or more frequently, if the Benefits
Committee shall so request) to the Benefits Committee concerning the operation of
the Plan, which report shall include a compliance summary.



     Section 20.08. Delegation of Authority. For the purpose of carrying out its duties as
Plan administrator, the Administrative Committee may, in its discretion, designate persons other
than members of the Administrative Committee to carry out such responsibilities of the
Administrative Committee under the Plan as it may see fit, including, but not limited to, the
determination of questions concerning the eligibility of any employee to participate in or receive
benefits under the Plan, the interpretation and construction of the provisions of the Plan and the
resolution of ambiguities, inconsistencies and omissions therein, and the resolution and
determination of any appeal of the denial of a claim for benefits under the Plan. The delegation of
responsibilities will be effected by written instrument executed by the Administrative Committee.



     Section 20.09. Appointment of Investment Manager. If a Trust Agreement forming a part
of the Plan so provides, the Benefits Committee shall have the authority to appoint an Investment
Manager or Investment Managers to manage (including the power to acquire and dispose of) some part
or all of the assets of the Plan held by a trustee, to retain in the Benefits Committee the power
to invest such assets or to delegate such responsibility to the trustee, as shall be provided in
the Trust Agreement.



     Section 20.10. Funding Policy. The Benefits Committee shall have the responsibility
for providing a procedure for establishing and carrying out a funding policy and method for the
Plan consistent with the objectives of the Plan and the requirements of Title I of ERISA.



     Section 20.11. Fiduciary Obligation. It is intended that to the maximum extent
permitted by ERISA, each person who is a “fiduciary” with respect to the Plan as that term is
defined in ERISA shall be responsible for the proper exercise of his own powers, duties,
responsibilities and obligations under the Plan and the trust forming a part thereof, and any other
funding medium, as shall each person designated by any fiduciary to carry out any fiduciary
responsibility with respect to the Plan, the trust or other funding medium. No fiduciary or other
person to whom fiduciary responsibilities are allocated shall be liable for any act or omission of
any other fiduciary or of any other person delegated to carry out any fiduciary or other



-44-









 




responsibility under the Plan or any trust or any other funding medium, except as otherwise
provided by ERISA.




     Section 20.12. Appointment of Advisors and Legal Counsel. The Committees may employ
such independent “qualified public accountants” as such term is defined in ERISA, legal counsel who
may be of counsel to an Employing Company or of Zimmer, other specialists and other persons as the
Committee deems necessary or desirable in connection with the administration of the Plan, and the
Committee, and any person to whom it may delegate any duty or power in connection with the
administration of the Plan, Zimmer, an Employing Company and the officers and directors thereof
shall be entitled to rely conclusively upon and shall be fully protected in any action omitted,
taken or suffered by them in good faith in reliance upon any independent qualified public
accountant, counsel or other specialist or other person selected by the Committee or in reliance
upon any evaluations, certificates, opinions or reports which shall be furnished by any of them or
by any Trustee or any insurance company.



     Section 20.13. Actions by Administrative Committee. The determination of the
Administrative Committee as to any question involving the general administration and interpretation
of the Plan, and such determinations made by each person to whom the Administrative Committee may
delegate its responsibilities under the Plan, shall be final, conclusive and binding upon all
persons claiming any interest in or under the Plan, except as otherwise provided by law, and may be
relied upon by Zimmer, all Employing Companies, the Trustee, Administrative Agent and Participants
and their Beneficiaries. (The term “Participants” includes Inactive Participants, Former
Participants and Beneficiaries wherever used in this Article 20.) Any discretionary actions to be
taken under the Plan by the Administrative Committee, and such actions taken by each person to whom
the Administrative Committee may delegate its responsibilities under the Plan, shall be uniform in
their nature and applicable to all persons similarly situated, and shall not be subject to de novo
review if challenged in court, by arbitration or in any other forum and shall be upheld unless
found to be an abuse of discretion. Without limiting the generality of the foregoing, the
Administrative Committee shall have the following discretionary authority and responsibilities in
addition to those provided elsewhere herein:




     (a) to grant or deny claims for benefits under the Plan;




     (b) to require any person to furnish such information as it may request
for the purpose of the proper administration of the Plan as a condition of
receiving
any benefit under the Plan;




     (c) to make and enforce such rules and regulations for the
administration of the Plan consistent with the provisions thereof and to
prescribe
the use of such forms and other methods of communication and notification as it
shall deem necessary for the efficient administration of the Plan;




     (d) to interpret and construe the provisions of the Plan, and to resolve
ambiguities, inconsistencies and omissions therein;



-45-









 






     (e) to decide such questions as may arise in connection with the
operation of the Plan including, but not limited to, questions concerning the
eligibility of any Employee to participate in or receive benefits under the
Plan;
and




     (f) to determine the amount of benefits which shall be payable to any
person in accordance with the provisions of the Plan and to authorize payment
of
such benefits.



     Section 20.14. Spouse’s Release. The Administrative Committee, in its discretion, may
require as a condition of receiving any payment under the Plan, the filing with the Administrative
Committee of an authorization or release by the spouse of a Participant divesting such spouse of
any rights in the Plan or in any payments thereunder which such spouse may have by operation of law
under the laws of his matrimonial domicile or otherwise.



     Section 20.15. Participant Accounts and Statements. The Administrative Committee shall
maintain or cause to be maintained accounts that accurately reflect the interest of each
Participant. The Administrative Committee shall mail to Participants reports to be furnished to
Participants in accordance with the Plan or as required by ERISA. Any notice, reports or statements
to be given, furnished, made or delivered to a Participant shall be deemed duly given, furnished,
made or delivered when addressed to the Participant and delivered to the Participant in person,
mailed by ordinary mail to his address last appearing on the books of Zimmer or of his Employing
Company, or provided by any other delivery method that satisfies the applicable requirements of
ERISA.



     Section 20.16. Participant Notices. Consistent with the requirements of ERISA, the
Administrative Committee shall:




     (a) provide adequate notice in writing to any employee, former
employee, retired employee, joint annuitant or Beneficiary under the Plan (each
being referred to in this Section 20.16 as “participant”) whose claim for
benefits
under the Plan has been denied, setting forth specific reasons for such denial
and
the time limits applicable for such procedure, including a statement of the
claimant’s right to bring a civil action under Section 502(a) of ERISA
following
an adverse benefit determination on appeal, written in a manner calculated to
be
understood by such participant, and




     (b) afford a reasonable opportunity to any participant whose claim for
benefits has been denied for a full and fair review of the decision denying the
claim.



     Section 20.17. Expenses of Administering the Plan. Expenses incurred with respect to
the management of an Investment Fund or the administration and recordkeeping of Participants’
accounts, including Trustees’ fees, may be charged appropriately against the accounts of
Participants, as directed by the Administrative Committee. Brokerage fees, transfer taxes and other
expenses incident to the purchase or sale of securities by the Trustee shall be deemed to be part
of the cost of such securities or deducted in computing the proceeds therefrom,



-46-









 




as the case may be. Transfer taxes in connection with distribution of Zimmer Stock to Participants
or their beneficiaries shall be borne by the Participant. Taxes, if any, on any assets held or
income received by the Trustee shall be charged appropriately against the accounts of Participants
as the Administrative Committee shall determine.




     Section 20.18. Fiduciary Capacity. Any person or group of persons may serve in more
than one fiduciary capacity with respect to the Plan and fiduciaries with respect to the Plan may
serve as a fiduciary with respect to the Plan, in addition to being an officer, employee, agent or
other representative of a “party in interest” as that term is defined in ERISA.



     Section 20.19. Notification and Election Procedures. Whenever a Plan provision or Plan
administrative procedure requires that the Participant (or Inactive Participant, Former Participant
or Beneficiary) give directions or prior notice to the Administrative Committee or Administrative
Agent, such direction or notice shall be provided to the Administrative Committee or Administrative
Agent sufficiently in advance to implement the Participant’s instructions in accordance with the
Administrative Committee’s or Administrative Agent’s standard procedures with respect to the type
of instruction being implemented, and in such manner (written or otherwise) as the Administrative
Committee shall communicate to Participants.



     Section 20.20. Committee Authority to Make Contributions. The Administrative Committee
shall have the authority to determine whether a Qualified Nonelective Contribution shall be made on
behalf of a Participant or whether a Participant may elect to make additional Basic Contributions
or Supplementary Contributions to correct an Administrative Error.



ARTICLE 21

AMENDMENT AND MODIFICATION OF THE PLAN




     Section 21.01. Amendment and Exclusive Use of Benefits. The Plan may be amended or
modified by the Board of Directors, or its duly appointed delegate(s), in accordance with its
normal procedures at any time and from time to time; provided, however, that no such
amendment or modification, except in the case of an amendment or modification respecting a
qualified domestic relations order as defined under Section 414(p) of the U.S. Code or as may
otherwise be prescribed by law, or provided under the Trust Agreement with respect to the return of
contributions and excess assets on termination of the Plan, and subject, however, to the payment of
all taxes and administrative expenses, shall make it possible for any part of the corpus or income
of the trust fund to be used for or diverted to purposes other than for the exclusive benefit of
Participants or Inactive Participants or their Beneficiaries under the Plan. Any such amendment or
modification may make any changes in the Plan, including retroactive changes which may be deemed
necessary or desirable to qualify the Plan and the trust forming a part thereof, or to continue the
qualified status of the Plan and the trust forming a part thereof, or to continue the qualified
status of the Plan under Section 1165(a) and 1165(e) of the Puerto Rico Code and Section 401(a),
401(k) and 501(a) of the U.S. Code, or any similar successor provisions of law or of ERISA, or to
conform to governmental regulations. No amendment to the Plan shall divest any Participant of any
right theretofore accrued, nor shall any amendment eliminate a benefit payment option under the
Plan except as otherwise provided by law or regulation.



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ARTICLE 22

SUSPENSION, TERMINATION, MERGER OR CONSOLIDATION OF THE PLAN




     Section 22.01. Suspension and Termination. It is the intention of an Employing
Company to continue the Plan indefinitely; however, the Board of Directors, or its duly appointed
delegate(s), may at any time and for any reason suspend or terminate the Plan or discontinue or
suspend the making of Pre-Tax Contributions and/or After-Tax Contributions from Annual Benefit
Salary or Wages of all Participants and of contributions by an Employing Company. An Employing
Company may, by action of its Board of Directors, suspend or terminate the making of allotments
from Annual Benefit Salary or Wages of Participants and of contributions of such Employing Company.
In the event of termination or partial termination of the Plan, or upon complete discontinuance of
contributions under the Plan by an Employing Company, all amounts in the account of each
Participant or Inactive Participant shall be nonforfeitable and shall be distributed to him in a
single distribution as soon as practicable after such termination, partial termination or
discontinuance, or if a Participant shall so elect, in accordance with procedures prescribed by the
Committee.



     Section 22.02. Merger and Consolidation. The Plan shall not be merged or consolidated
with, or any of its assets or liabilities transferred to, any other plan unless each Participant
and Inactive Participant would (if the Plan then terminated) receive a benefit immediately after
the merger, consolidation, or transfer which is equal to or greater than the benefit he would have
been entitled to receive immediately before the merger, consolidation, or transfer (if the Plan
then terminated).



ARTICLE 23

GENERAL PROVISIONS




     Section 23.01. Plan Not an Employment Contract. The Plan shall not be deemed to
constitute a contract between an Employing Company and any Employee nor shall anything herein
contained be deemed to give any Employee any right to be retained by an Employing Company, or to
interfere with the right of an Employing Company to discharge any Employee at any time and to treat
him without regard to the effect that such treatment might have upon him as a Participant.



     Section 23.02. Assignment and Attachment of Distributions Not Permitted. Except in the
case of a qualified domestic relations order under ERISA or as may otherwise be prescribed by law,
no distribution or payment under the Plan to any Participant, Inactive Participant or Beneficiary,
or any other person entitled to payment under the Plan, may be anticipated, assigned (either at law
or in equity), alienated or subject to attachment, garnishment, levy, execution, or other legal or
equitable process. If any such person is adjudicated bankrupt or purports to anticipate, assign or
alienate any such distribution or payment, the Administrative Committee, in its discretion, may
hold or apply or cause to be held or applied such distribution or payment, or any part thereof, for
the benefit of such person in such manner as the Administrative Committee shall direct.



     Section 23.03. Distributions Required by a Qualified Domestic Relations Order. To the
extent required by a qualified domestic relations order, the Plan Administrator shall make



-48-









 




distributions from a Participant’s accounts to alternate payees named in such order in a manner
consistent with the distribution options otherwise available under this Plan, regardless of whether
the Participant is otherwise entitled to a distribution at such time under the Plan. Provided,
however, that the Plan Administrator shall establish procedures concerning the notification of
interested parties, the determination of the validity of such orders, the determination of the
source of funds to be used to provide for distribution pursuant to such orders, and such other
issues as may be necessary or appropriate to deal with such orders in a uniform and
nondiscriminatory manner, which procedures are incorporated by reference herein. Applicable fees
related to the review of domestic relations orders and the processing of those determined to be
qualified domestic relations orders will be the responsibility of the Participant and/or the
alternate payee.




     Section 23.04.
Payments to Minors and Incompetent Persons. If the Administrative Committee determines that any person entitled to a distribution or payment from the
trust fund under the Plan is an infant or incompetent or is unable to care for his affairs by
reason of physical or mental disability, it may cause all distributions or payments thereafter
becoming due to such person to be made to any other person for his benefit, without responsibility
to follow the application of payments so made. Payments made pursuant to this provision shall
completely discharge an Employing Company, the Trustee and the Administrative Committee with
respect thereto.




     Section 23.05. Distributions Paid from Trust. The trust fund established under the
Plan shall be the sole source of the payments or distributions to be made in accordance with the
Plan.



     Section 23.06. Plan Intended to be a Qualified Plan. An Employing Company intends that
the Plan (including the trust forming a part thereof) shall be for the exclusive benefit of its
Employees or their Beneficiaries as provided for in Section 1165(a) of the Puerto Rico Code,
Sections 401(a) and 501(a) of the U.S. Code (by virtue of an election under Section 1022(i)(2) of
the U.S. Code) and as may be provided for in any similar provisions of subsequent revenue laws, and
that the trust shall be a qualified trust under such provisions and exempt under Section 1165(a) of
the Puerto Rico Code, Section 501(a) of the U.S. Code and as may be provided for in any similar
provisions of subsequent revenue laws. An Employing Company intends that the Plan shall meet the
requirements of Sections 401(k) and (m) of the U.S. Code, Section 1165(e) of the Puerto Rico Code
and ERISA. In addition, the trust established under the Plan is intended to be a situs in Puerto
Rico for Federal income tax purposes. Any interpretation or construction of the Plan and related
trust fund shall be made so as to give effect to this intent. Any required amendment with the
ultimate purpose of obtaining said intention will be retroactively effective as necessary to comply
with applicable law.



     Section 23.07. Return of Contribution. Upon request of an Employing Company, to the
extent permitted by ERISA the Trustee shall return:




     (a) To an Employing Company, any contribution by such company made under
a mistake of fact. The amount that may be returned may not exceed the excess of the
amount contributed (reduced to reflect any loss or depreciation attributable
thereto) over the amount that would have been contributed had there



-49-









 






not occurred a mistake of fact. Appropriate reductions will be made in the accounts
of Participants to reflect the return of any contribution previously credited to
such accounts. However, no contribution will be returned to the extent that such
reduction would reduce the account of a Participant to an amount less than the
balance that would have been credited to his account had the contributions not been
made. No contribution made by an Employing Company under a mistake of fact will be
returned after the expiration of one year from the date of contribution.




     (b) To an Employing Company, any contribution by such company conditioned
upon its deductibility under Section 1023(n) of the Puerto Rico Code or Section 404
of the U.S. Code. All contributions by an Employing Company under the Plan are
expressly made conditional upon their deductibility for Puerto Rico income tax
purposes and federal income tax purposes. The amount that may be returned may not
exceed the excess of the amount contributed (reduced to reflect any loss or
depreciation attributable thereto) over the amount that would have been contributed
had there not occurred a mistake in determining the deduction. Appropriate
reductions will be made in the accounts of Participants to reflect the return of any
contributions previously credited to such accounts. However, no contribution will be
returned to the extent that such reduction would reduce the account of a Participant
to an amount less than the balance that would have been credited to his account had
the contribution not been made. Any contribution conditioned on its deductibility
which is returned to Zimmer will be returned within one year after it is disallowed
as a deduction.



     Section 23.08. Governing Law. With respect to the Puerto Rico Participants and the
Employing Company engaged in business in Puerto Rico, the provisions of the Plan shall be
construed, administered and governed under the laws of Puerto Rico, except as such laws may have
been superseded by ERISA.



     Section 23.09.
Legal Action. Any Participant or Beneficiary may not bring a lawsuit to
recover benefits under the Plan until he has exhausted the internal administrative process
described herein. No legal action may be commenced at all unless commenced no later than one year
following the issuance of a final decision on the claim for benefits, or the expiration of the
final appeal decision period if no decision is issued. This one year statute of limitations on
suits for all benefits shall apply in any forum where the Participant or Beneficiary may initiate
such suit.



ARTICLE 24

TOP HEAVY PROVISIONS




     Section 24.01. Top Heavy Plan Requirements. Notwithstanding any other provisions of
the Plan, if for any Plan Year the Plan is determined to be a Top Heavy Plan (as defined in Section
24.03) within the meaning of Section 416(g) of the U.S. Code, then the top heavy minimum
contribution requirement of Section 416(c) of the U.S. Code set forth in Section 24.04 shall apply.



-50-









 





     Section 24.02. Definitions. For purposes of this Article 24, the following terms shall
have the respective meanings set forth below:



     “Aggregation Group” means either a Required Aggregation Group or a
Permissive Aggregation Group.



     “Compensation” means the annual remuneration paid or accrued for personal services
rendered to an Employing Company during the Plan Year as reported on Commonwealth of Puerto Rico
Form 499 R-2/W-2 PR and shall also include any authorized Pre-Tax Contributions pursuant to Section
2.01 of the Plan and any authorized salary reduction amount pursuant to a plan established under
Section 125 or Section 132(f)(4) of the U.S. Code. Amounts under Section 125 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.



     “Determination Date” means, with respect to any Plan Year, (i) the last day of the
immediately preceding Plan Year, or (ii) in the case of the first Plan Year of the Plan, the last
day of such Plan Year.



     “Key Employee” means, for any Plan Year, an Employee within the meaning of Section
416(i)(1) of the U.S. Code.



     “Non-Key Employee” means any employee of Zimmer or an Affiliate or a Beneficiary
of such employee who is not a Key Employee, within the meaning of Section 416(i)(2) of the
U.S. Code and the regulations thereunder.



     “Pension
Plan” means any defined benefit plan or any defined contribution plan.



     “Permissive Aggregation Group” means a Required Aggregation Group (as defined in this
Section 24.02) that also includes a Pension Plan of Zimmer or an Affiliate which, although not
required to be included in the Required Aggregation Group, is treated by Zimmer or an Affiliate as
being part of such Required Aggregation Group, provided that such Required Aggregation Group would
continue to meet the requirements of Sections 401(a)(4) and 410 of the U.S. Code with such Pension
Plan being taken into account.



     “Required Aggregation Group” means (i) each Pension Plan of Zimmer or an Affiliate in
which a Key Employee is a member, and (ii) each other Pension Plan of Zimmer or an Affiliate that
enables any Pension Plan described in the immediately preceding clause (i) to meet the requirements
of Section 401(a)(4) or 410 of the U.S. Code.



     “Top Heavy Group” means, with respect to any Plan Year, an Aggregation Group if, as of
the Determination Date with respect to such Plan Year, (i) the sum of (1) the present value of the
cumulative accrued benefits (determined, in accordance with Section 416(g) of the U.S. Code and the
regulations thereunder, as of the most recent date which is within a twelve (12) month period
ending on such Determination Date that is used for computing Defined




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Benefit Plan costs for minimum funding) for Key Employees under all defined benefit plans included
in such Aggregation Group, and (2) the aggregate of the accounts (determined, in accordance with
Section 416(g) of the U.S. Code and the regulations thereunder), as of the Valuation Date
coincident with or immediately preceding such Determination Date of Key Employees under all defined
contributions plans included in such Aggregation Group, exceeds (ii) sixty percent (60%) of a
similar sum determined for Key Employees and Non-Key Employees; provided, however, that if any
employee is a Non-Key Employee with respect to any Pension Plan for any Plan Year, but such
employee was a Key Employee with respect to such Pension Plan for any prior Plan Year, any accrued
benefits for such employee and any account of such employee shall not be taken into account for
purposes of the foregoing determination. For purposes of determining the present value of an
Employee’s accrued benefits under this Section 24.02, such benefits shall be calculated to include
distributions made with respect to the Employee under the Plan and any plan aggregated with the
Plan under Section 416(g)(2) of the U.S. Code during the one (1) year period ending on the
Determination Date, unless such distribution was made for a reason other than a separation from
service, death or disability, in which case any distributions made during the five (5) year period
ending on the Determination Date will be included. The preceding sentence shall also apply to the
distributions under a terminated plan which, had it not been terminated, would have been aggregated
with the Plan under Section 416(g)(2)(A)(i) of the Code. Notwithstanding any of the foregoing, the
accrued benefits and accounts of any individual who has not performed services for the Employer
during the one (1) year period ending on the Determination Date shall not be taken into account.




     Section 24.03. Determination of Top Heavy Plan. The Plan shall be a Top Heavy Plan for
any Plan Year in which the Plan is included in a Top Heavy Group.



     Section 24.04. Top Heavy Contribution Requirement. For any Plan Year with respect to
which the Plan is determined to be a Top Heavy Plan, if the benefits accrued, or contributions
made, under all defined benefit plans and all other defined contribution plans for Non-Key
Employees is not at least equal to those stated in Section 416(c) of the U.S. Code, an Employing
Company Contributions for such Plan Year for each Participant who is a Non-Key Employee, regardless
of whether such Non-Key Employee has completed 1,000 Hours of Service during such Plan Year, but
only if such Non-Key Employee has not separated from service with an Employing Company on the last
day of such Plan Year, as a percentage of such Participant’s annual Compensation, shall not be less
than the lesser of:


(a) three percent (3%), or



(b) the highest percentage at which contributions are made for a Key
Employee; provided, however, that this paragraph (b) shall not apply if this
Plan
and a defined benefit plan are required to be included in an Aggregation Group
and if this Plan enables such other plan to meet the qualification requirements
of
the U.S. Code. If for any Plan Year, a Non-Key Employee participates in one or
more top-heavy qualified defined contribution plans and one or more top-heavy
defined benefit plans of Zimmer or an Affiliate, the minimum contribution
requirements set forth in this Section 24.04 will be deemed met if the
retirement
benefit provided under the qualified defined benefit plan or plans is at least
equal
to the minimum amount required under Section 416(c)(1) of the U.S. Code. For





-52-












 






purposes of determining whether the provisions of this Section 24.04 have been
satisfied, employer matching contributions shall be taken into account for purposes
of satisfying the minimum contribution requirements of Section 416(c)(2) of the U.S.
Code and the Plan. The preceding sentence shall apply with respect to matching
contributions under the Plan or, if the Plan provides that minimum contributions
requirements shall be met in another plan, such other plan. Employer matching
contributions that are used to satisfy the minimum contribution requirement shall be
treated as matching contributions for purposes of the actual contribution percentage
test and other requirements of Section 401(m) of the Code.




     (c) The requirement to make minimum contributions shall be met under
the Zimmer Puerto Rico Retirement Income Plan.



ARTICLE 25

MINIMUM DISTRIBUTION REQUIREMENTS




          Section 25.01. General Rules. The provisions of this Article 25 reflecting U.S. Code
Section 401(a)(9) and Treasury regulations promulgated thereunder, override any distribution
options in the Plan that may be inconsistent with such U.S. Code and regulations.




          Section 25.02. Time and Manner of Distribution.





     (a) Required Beginning Date. The Participant’s entire interest will be
distributed, or begin to be distributed, to the Participant no later than the
Participant’s Required Beginning Date.




     (b) Death of Participant Before Distributions Begin. Unless the
Participant or Beneficiary elects to apply the Five-Year Rule as provided in
Section 25.05, if the Participant dies before distributions begin, the
Participant’s
entire interest will be distributed, or begin to be distributed, no later than
as follows:




     (i) If the Participant’s surviving spouse is the Participant’s
sole Designated Beneficiary, then, distributions to the surviving spouse
will begin by December 31 of the calendar year immediately following the
calendar year in which the Participant died, or by December 31 of the
calendar year in which the Participant would have attained age 701/2, if
later.




     (ii) If the Participant’s surviving spouse is not the
Participant’s sole Designated Beneficiary, then, distributions to the
designated Beneficiary will begin by December 31 of the calendar year
immediately following the calendar year in which the Participant died.




     (iii) If there is no Designated Beneficiary as of September 30 of
the year following the year of the Participant’s death, the Participant’s



-53-









 






entire interest will be distributed by December 31 of the calendar year
containing the fifth anniversary of the Participant’s death.




     (iv) If the Participant’s surviving spouse is the Participant’s
sole Designated Beneficiary and the surviving spouse dies after the
Participant but before distributions to the surviving spouse begin, this
Subsection, 25.02(b) other than Paragraph 25.02(b)(i) will apply as if the
surviving spouse were the Participant.



     For purposes of this Subsection 25.02(b) and Section 25.04, unless Paragraph 25.02(b)(iv)
applies, distributions are considered to begin on the Participant’s Required Beginning Date. If
Paragraph 25.02(b)(iv) applies, distributions are considered to begin on the date distributions are
required to begin to the surviving spouse under Paragraph 25.02(b)(i). If distributions under an
annuity purchased from an insurance company irrevocably commence to the Participant before the
Participant’s Required Beginning Date (or to the Participant’s surviving spouse before the date
distributions are required to begin to the surviving spouse under Paragraph 25.02(b)(i)), the date
distributions are considered to begin is the date distributions actually commence.





     (c) Forms of Distribution. Unless the Participant’s interest is
distributed in the form of an annuity purchased from an insurance company or in a
single sum on or before the Required Beginning Date, as of the first Distribution
Calendar Year distributions will be made in accordance with Sections 25.03 and 25.04
of this Article. If the Participant’s interest is distributed in the form of an
annuity purchased from an insurance company, distributions thereunder will be made
in accordance with the requirements of section 401(a)(9) of the U.S. Code and the
U.S. Treasury regulations.




Section 25.03. Required Minimum Distributions During Participant’s Lifetime.




     (a) Amount of Required Minimum Distribution For Each Distribution
Calendar Year. During the Participant’s lifetime, the minimum amount that will
be distributed for each Distribution Calendar Year is the lesser of:




     (i) The quotient obtained by dividing the Participant’s account
balance by the distribution period in the Uniform Lifetime Table set forth
in section 1.401(a)(9) of the U.S. Treasury regulations, using the
Participant’s age as of the Participant’s birthday in the Distribution
Calendar Year; or




     (ii) If the Participant’s sole designated Beneficiary for the
Distribution Calendar Year is the Participant’s spouse, the quotient obtained
by dividing the Participant’s account balance by the number in the Joint and
Last Survivor Table set forth in section 1.401(a)(9)-9 of the U.S. Treasury
regulations, using the Participant’s and spouse’s attained ages as of the
Participant’s and spouse’s birthdays in the Distribution Calendar Year.



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     (b) Lifetime Required Minimum Distributions Continue Through Year of Participant’s
Death. Required Minimum Distributions will be determined under this Section 25.03 beginning
with the first Distribution Calendar Year and up to and including the Distribution Calendar Year
that includes the Participant’s date of death.



     Section 25.04. Required Minimum Distributions After Participant’s Death. 



          (a) Death On or After Date Distributions Begin.




     (i) Participant Survived by Designated Beneficiary. If the Participant
dies on or after the date distributions begin and there is a Designated Beneficiary, the
minimum amount that will be distributed for each Distribution Calendar Year after the year
of the Participant’s death is the quotient obtained by dividing the Participant’s account
balance by the longer of the remaining Life Expectancy of the Participant or the remaining
Life Expectancy of the Participant’s Designated Beneficiary, determined as follows:




     (A) The Participant’s remaining Life Expectancy is
calculated using the age of the Participant in the year of death,
reduced by one for each subsequent year.




     (B) If the Participant’s surviving spouse is the
Participant’s sole Designated Beneficiary, the remaining Life
Expectancy of the surviving spouse is calculated for each
Distribution Calendar Year after the year of the Participant’s death
using the surviving spouse’s age as of the spouse’s birthday in that
year. For Distribution Calendar Years after the year of the
surviving spouse’s death, the remaining Life Expectancy of the
surviving spouse is calculated using the age of the surviving
spouse as of the spouse’s birthday in the calendar year of the
spouse’s death, reduced by one for each subsequent calendar year.




     (C) If the Participant’s surviving spouse is not the
Participant’s sole Designated Beneficiary, the Designated
Beneficiary’s remaining Life Expectancy is calculated using the
age of the Beneficiary in the year following the year of the
Participant’s death, reduced by one for each subsequent year.




     (ii) No Designated Beneficiary. If the Participant dies on or after the
date distributions begin and there is no Designated Beneficiary as of September 30 of the
year after the year of the Participant’s death, the minimum amount that will be
distributed for each Distribution Calendar Year after the year of the Participant’s death
is the quotient obtained by dividing the Participant’s account balance by the
Participant’s remaining



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Life Expectancy calculated using the age of the Participant in the year of
death, reduced by one for each subsequent year.




     (b) Death Before Date Distributions Begin. Unless the Participant
or Beneficiary elects to apply the Five-Year Rule as provided in Section 25.05, if
the Participant dies before distributions begin, the Participant’s entire interest
will be distributed, or begin to be distributed, no later than as follows:




     (i) Participant Survived by Designated Beneficiary. If
the Participant dies before the date distributions begin and there is a
Designated Beneficiary, the minimum amount that will be distributed for each
Distribution Calendar Year after the year of the Participant’s death is the
quotient obtained by dividing the Participant’s account balance by the
remaining Life Expectancy of the Participant’s Designated Beneficiary,
determined as provided in Subsection 25.04(a).




     (ii) No Designated Beneficiary. If the Participant dies
before the date distributions begin and there is no Designated Beneficiary
as of September 30 of the year following the year of the Participant’s
death, distribution of the Participant’s entire interest will be completed
by December 31 of the calendar year containing the fifth anniversary of the
Participant’s death.




     (iii) Death of Surviving Spouse Before Distributions to
Surviving Spouse Are Required to Begin. If the Participant dies before
the date distributions begin, the Participant’s surviving spouse is the
Participant’s sole Designated Beneficiary, and the surviving spouse dies
before distributions are required to begin to the surviving spouse under
Paragraph 25.02(b)(i), this Subsection 25.04(b) will apply as if the
surviving spouse were the Participant.



     Section 25.05. Election to Use Five-Year Rule.




     A Participant or Beneficiary may elect on an individual basis whether the Five-Year Rule or
the Life Expectancy rule in Subsections 25.02(b) or 25.04(b) applies to distributions after the
death of a Participant who has a Designated beneficiary. The election must be made no later than
the earlier of September 30 of the calendar year in which distribution would be required to begin
under Subsection 25.02(b) or by September 30 of the Calendar Year which contains the fifth
anniversary of the Participants (or, if applicable, Surviving spouse’s) death.




     Section 25.06. Definitions.





     (a) Designated Beneficiary. The individual who is designated as
the Beneficiary under Article XVIII of the Plan and is the designated Beneficiary
under section 401(a)(9) of the U.S. Code and section 1.401(a)(9) 1, Q&A 4, of the
U.S. Treasury regulations.



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     (b) Distribution Calendar Year. A calendar year for which a minimum
distribution is required. For distributions beginning before the Participant’s death,
the first Distribution Calendar Year is the calendar year immediately preceding
the calendar year which contains the Participant’s Required Beginning Date. For
distributions beginning after the Participant’s death, the first Distribution Calendar
Year is the calendar year in which distributions are required to begin under
Subsection 25.02(b). The required minimum distribution for the Participant’s first
Distribution Calendar Year will be made on or before the Participant’s Required
Beginning Date. The required minimum distribution for other Distribution
Calendar Years, including the required minimum distribution for the Distribution
Calendar Year in which the Participant’s Required Beginning Date occurs, will be
made on or before December 31 of that Distribution Calendar Year.




     (c) Five-Year Rule. The “Five-Year Rule” requires that a Participant’s
entire interest must be distributed by December 31 of the calendar year containing
the fifth anniversary of the Participant’s death.




     (d) Life expectancy. Life Expectancy as computed by use of the
Single Life Table in section 1.401(a)(9)-9 of the U.S. Treasury regulations.




     (e) Participant’s Account Balance. The account balance as of the last
Valuation Date in the calendar year immediately preceding the Distribution
Calendar Year (valuation calendar year) increased by the amount of any
contributions made and allocated or forfeitures allocated to the Account balance
as of dates in the valuation calendar year after the Valuation Date and decreased
by distributions made in the valuation calendar year after the Valuation Date. The
account balance for the valuation calendar year includes any amounts rolled over
or transferred to the plan either in the valuation calendar year or in the distribution
calendar year if distributed or transferred in the valuation calendar year.




     (f) Required Beginning Date. The date specified in
Subsection 13.04(b) of the Plan.



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          This amendment and restatement of the Plan is hereby adopted this 18th day of,
July, 2008.




	 	 	 	 	 
	 	ZIMMER HOLDINGS, INC.

 	 
	 	By:  	/s/
Renee P. Rogers 	 
	 	 	Renee P. Rogers, Ph.D. 	 
	 	 	Vice President, Corporate Human Resources 	 
	 
	 	 	 
	 	By:  	
/s/  James T. Crines 
 	 
	 	 	James T. Crines 	 
	 	 	Executive Vice President, Finance, and 
Chief
Financial Officer 	 
	 




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APPENDIX A




SPECIAL PROVISIONS APPLICABLE TO

RESIDENTS OF THE COMMONWEALTH OF PUERTO RICO




          Section 1. Purpose and Effect - The purpose of this Appendix A is to set forth the
requirements that must be met in addition to those provided in the Plan, in order to meet the
requirements for qualification under Sections 1165(a) and (e) of the Puerto Rico Code, and other
applicable laws. The provisions of this Appendix A shall only apply to Employees of an Employing
Company (the “Company”), whose compensation is sourced in the Commonwealth of Puerto Rico (“Puerto
Rico Participant”).




          Section 2. Type of Plan - It is the intent of the Company that the Plan be a profit-sharing
plan as defined in Article 1165-1 of the Regulations issues under the Puerto Rico Code and that it
includes a qualified cash or deferred arrangement pursuant to Section 1165(e) of the Puerto Rico
Code.




          Section 3. Wages - A Puerto Rico Participant’s wages shall include wages within the meaning of
Puerto Rico Code Section 1141(a)(1) for the purpose of Puerto Rico income tax withholding at the
source but determined without regard to any rules that limit the remuneration included in wages
based on the nature or location of the employment or the services performed. Wages shall also
include the amount of a Puerto Rico Participant’s contribution pursuant to a salary reduction
agreement which is not included in gross income by reason of Puerto Rico Code Sections 1022(1) or
1165(e).




          Section 4. Participant Contributions - A Puerto Rico Participant may elect to make After-tax
Contributions, Pre-tax Contributions and Rollover Contributions pursuant to Articles 3 and 7
subject to the following conditions:




          a.
After-tax Contributions - Puerto Rico Participants’ After-tax Contributions
that are not matched by Employing Company Contributions may not exceed 10% of the Puerto
Rico Participant’s aggregate Wages for the taxable years during which he/she is a participant.




        
  b. Pre-tax Contributions - Puerto Rico Participants may elect to have his/her
Wages reduced by the lesser of: 10% of the Puerto Rico Participant’s Wages or $8,000 (or such
other limitation in effect for pre-tax contributions excludible from the gross income of the
Puerto
Rico Participant in a given calendar year as provided under the Puerto Rico Code at any such
time). Provided that, if the Puerto Rico Participant contributes to a Puerto Rico individual
retirement account as described in Puerto Rico Code Section 1169, the maximum amount of
his/her Pre-tax Contributions may not exceed the difference, if any, between the amount
available as a contribution up to the maximum limit and the contribution made to a Puerto Rico
individual retirement account, or as otherwise provided under the Puerto Rico Code. This limit
shall be applied by aggregating all plans maintained by the Employing Company and all
affiliates that provide for pre-tax contributions and are qualified in Puerto Rico.




          c.
Rollover Contributions - In accordance with uniform and
nondiscriminatory procedures applicable to all Puerto Rico Participants, a Puerto Rico





 









 







Participant may make a Rollover Contribution of cash, or such other property as the Plan
Administrator may specifically approve in advance, of the entire distribution which the Puerto Rico
Participant received from another U.S. and Puerto Rico tax-qualified plan and which is contributed
to the Plan in compliance with the requirements for the Puerto Rico Participant’s making an income
tax-free “rollover” under the U.S. Code and the Puerto Rico Code, respectively. The Plan
Administrator shall obtain such evidence, assurances, opinions and certifications as it deems
necessary to establish to its satisfaction that the amounts to be contributed comply with the
requirements of the U.S. Code, the Puerto Rico Code and the regulations thereunder and will not
affect the qualification of the Plan under U.S. Code Sections 401(a) and (k) and/or Puerto Rico
Code Sections 1165(a) and (e), as applicable, or the tax-exempt status of the Plan’s trust. Any
Rollover Contribution which is found by the I.R.S. and/or the P.R. Treasury as not being qualified
for tax-free rollover treatment shall be returned to the Puerto Rico Participant. Any expense
incident to or liability incurred by the Plan or any fiduciary of the Plan because of transfer of
such disqualified assets to the Trustee shall be borne solely by and charged to the individual who
requested the rollover. The Trustee shall not accept a transfer directly from an individual
retirement account. The Trustee shall not accept a rollover contribution for a Puerto Rico
Participant unless the following conditions are met: (a) the entire portion of the distribution
from such other qualified retirement plan must come from the Puerto Rico Participant within 60 days
after the Puerto Rico Participant receives such distribution and must comply with the provisions of
Puerto Rico Code Section 1165(b)(2) and the applicable U.S. Code provisions; and (b) such other
qualified plan must be a defined contribution plan, within the meaning of ERISA Section 3(34).




          Section 5. Catch-up Contributions - Puerto Rico Participants are not eligible to make elective
catch-up contributions before January 1, 2008. Effective January 1, 2008, Puerto Rico participants
who have reached age 50 before the close of the Plan Year shall be eligible to make Catch-Up
Contributions in accordance with, and subject to, the limitations of section 1165(e)(7)(c) of the
Puerto Rico Code. Catch-Up Contributions shall not be taken into account when determining
compliance with the nondiscrimination requirements pursuant to Section 6.03.




          Section 6. Withdrawal of After-Tax Contributions, Employing Company Contributions and Rollover
Contributions - Effective September 1, 2008, a Puerto Rico Participant who makes an in-service
distribution of earnings and appreciation on After-tax Contributions pursuant to Section 12.01(b)
or Rollover Contributions pursuant to Section 12.01(c) may not make After-tax Contributions or
Rollovers, whichever is applicable, during the three months following the month in which such
Puerto Rico Participant made the in-service distribution.




          Section 7. Hardship Withdrawals - Hardship withdrawals of a Puerto Rico Participant under
Section 12.03 shall be permitted for the events permitted under this section to the extent such
event is also permitted under the Puerto Rico Code regulations or for such events as the Puerto
Rico Department of the Treasury may allow. Furthermore, a Puerto Rico Participant who makes a
hardship withdrawal: (a) shall not be entitled to make Pre-tax Contributions or After-tax
Contributions for twelve months following the date of receipt of the hardship withdrawal, and (b)
for the taxable year following the year of the hardship withdrawal,





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the annual limitation imposed by the Puerto Rico Code on Pre-tax Contributions shall be reduced by
the amount of Pre-tax Contributions made in the year of the hardship withdrawal.




          Section 8.
Cash Out Distributions - Cash out distributions under Sections 13.01, 13.02 and 13.02 of the Plan with respect to Puerto Rico Participants are limited to
lump sum distributions of less than $1,000.








          Section 9. Direct Rollover -




          a. Participant Right to Rollover. Notwithstanding any provision of the Plan
to the contrary that would otherwise limit a Puerto Rico Participant’s election under Appendix
A of the Plan, a Puerto Rico Participant may instruct the Plan Administrator to roll over all of
his or
her payment to another Puerto Rico qualified retirement plan described in Section 1165(a) of
the
Puerto Rico Code or to a Puerto Rico individual retirement account or annuity described in
Sections 1169(a) and (b) of the Puerto Rico Code, respectively, that accepts the Puerto Rico
Participant’s eligible rollover distribution.




          b. Surviving Spouse, Beneficiary and Alternate Payee Right to Rollover. To
the extent permitted under the PR Code, a surviving spouse, Alternate Payee or Beneficiary who
receives an eligible rollover distribution may instruct the Plan Administrator to roll over
all of
the payment to another Puerto Rico qualified retirement plan described in Section 1165(a) of
the
Puerto Rico Code or to a Puerto Rico individual retirement account or annuity described in
Sections 1169(a) and (b) of the Puerto Rico Code, respectively, that accepts the Puerto Rico
Participant’s eligible rollover distribution.




          c. Election of Rollover. The payee who directs the rollover must timely provide in writing all information required to effect the rollover as determined by the Plan
Administrator.




          d. Eligible Rollover Distribution. All lump-sum distributions on account of
separation from service are eligible for rollover payments and as otherwise permitted under
the
Puerto Rico Code.




          Section 10. Payment of Contributions - Contributions to the Plan by the Company shall be paid
to the Trustee not later than the due date for filing the Employer’s Federal and/or Puerto Rico
income tax return for the taxable year in which such payroll period falls, including any extension
thereof.




          Section 11. Termination - Notwithstanding any provision of the Plan to the contrary, the
Trustee shall not be required to make any distribution from the trust to a Puerto Rico Participant
in the event the Plan is terminated or partially terminated, or Employer Contributions are
completely discontinued, until such time as the Puerto Rico Department of the Treasury shall have
determined in writing that such termination, partial termination or discontinuance of Employer
Contributions will not adversely affect the prior qualification of the Plan under the Puerto Rico
Code.





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          Section 12. Plan Merger - Any merger or consolidation of the Plan with, or transfer in whole
or in part of the assets and liabilities of the Plan’s trust to, another trust fund as applied to a
Puerto Rico Participant under Section 22.02 of the Plan will be limited to the extent such other
plan and trust are qualified under Section 1165(a) of the Puerto Rico Code.




          Section 13. Use of Terms - All terms and provisions of the Plan shall apply to this Appendix
A, except that where the terms and provisions of the Plan and this Appendix A conflict, the terms
and provisions of this Appendix A shall govern.





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