Exhibit 4.2

CENTERPULSE LTD.        AMENDED AND RESTATED CENTERPULSE 2001 STOCK OPTION PLAN

ARTICLE 1  Purpose

The
purpose of the Amended and Restated Centerpulse 2001 Stock Option Plan ("the Plan") is

The
terms of the Plan applicable in each country may vary where necessary or appropriate because of local laws or practice. Any such variation shall be documented in a country-specific Appendix,
approved by the proper officer of the Company and attached to the Plan.

The
decision to award grants and the setting of the terms of each grant are voluntary on the part of the Company and within the sole discretion of the Committee.

ARTICLE 2  Effective Period of the Plan

The
Plan is effective as of January 1, 2001, as approved by the Board. No grant will be made under the Plan after December 31, 2010. The Plan shall remain in effect until all Options
granted under the Plan have been satisfied or expired.

ARTICLE 3  Definitions

The
following terms shall have the meaning described below when used in the Plan:

|"ADS"               |  | shall mean an American Depository Share (ADS) of the Company, which represents 1/10th of a Share. The ADS are traded on the New York Stock Exchange.                 
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|"Agreement(s)"      |  | shall refer to the Stock Option Agreement(s) to be entered into between the Company and a Participant specifying the terms of Awards made under the Plan.            
|"Award"             |  | shall mean the grant of an Option under the Plan.                                                                                                                    
|"Board"             |  | shall mean the Board of Directors of the Company.                                                                                                                    
|"Cause"             |  | shall mean a Participant's willful misconduct or dishonesty, which is directly and materially harmful to the business or reputation of the Company or any Subsidiary.
|"Change in Control" |  | shall mean a fundamental change in the ownership structure of the Company. This is defined in Article 14.                                                            
|"Committee"         |  | shall mean the committee appointed by the Board to administer the Plan pursuant to Article 4.                                                                        
|"Company"           |  | shall mean Centerpulse Ltd.                                                                                                                                          
|                    |  |                                                                                                                                                                      

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|"Disability"               |  | shall mean the inability of an individual to engage in any substantial gainful activity by reason of a physical or mental impairment, which constitutes a permanent and total disability.
|-------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                           |  | Procedures for determining disability are defined under the provisions of the Company's long-term disability insurance policies.                                                         
|"Exercise Period"          |  | shall mean the period during which a Participant may exercise Options.                                                                                                                   
|"Exercise Price"           |  | shall mean the price at which Shares or ADSs may be purchased by exercising Options.                                                                                                     
|"Methods of Exercise"      |  | shall mean any of the methods for exercising Options prescribed under Article 9.4.                                                                                                       
|"Option"                   |  | shall mean a right to purchase Shares or ADSs under the terms of the Plan.                                                                                                               
|"Optionee" / "Participant" |  | shall mean an eligible person to whom an Award is made and who has accepted the Award by signing the Agreement.                                                                          
|"Plan"                     |  | shall mean this Plan document and Appendices, as amended from time to time.                                                                                                              
|"Shares"                   |  | shall mean registered shares of the Company. The Shares are traded on the Swiss Stock Exchange in Zurich, Switzerland.                                                                   
|"Plan
Administrator"       |  | shall mean the person(s) appointed by the Committee who are responsible for administration of the Plan.                                                                                  
|"Subsidiary"               |  | shall mean any foreign or domestic corporation owned, in whole by the Company or in which the Company has a controlling interest of more than 50% voting rights and capital.             
|"Option Term"              |  | shall mean the duration of an Option.                                                                                                                                                    
|"Vesting Period"           |  | shall mean the period during which an Option cannot be exercised.                                                                                                                        

ARTICLE 4  Administration

Except
as otherwise provided in the Plan, the Committee administers the Plan and has full power to construe and interpret the Plan, establish and amend rules and regulations for its administration,
and perform all other acts relating to the Plan, including the delegation of administrative responsibilities that it believes reasonable and proper.

The
Committee has authority to amend the terms of any Option issued without the necessity of obtaining approval of the shareholders.

In
particular, the Committee shall have the authority to

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The
Board shall appoint not less than three people to the Committee.

The
members of the Committee serve at the request of the Board, which has the power, at any time and from time to time, to remove members from the Committee and add members thereto.

The
Committee shall appoint a Plan Administrator to carry out the daily administration of the Plan. The Plan Administrator may adapt the application of the Plan provisions where necessary to ensure
compliance with legal and tax requirements of the individual countries in which the plan is in force.

All
decisions of the Committee shall be made by a majority of its members and shall be final, conclusive and binding.

ARTICLE 5  Indemnification

In
addition to other rights of indemnification the members of the Board, or of the Committee, or of the Plan Administrator or other appointed person may have, they shall be indemnified by the Company
against all costs and expenses reasonably incurred by them in connection with any action, suit or proceeding to which they or any of them may be party by reason of any action taken or failure to act
under or in connection with the Plan or any Awards granted thereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel
selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or
proceeding, except a judgment based upon a finding of bad faith, provided that upon the institution of any such action, suit or proceeding, a Committee or Board member or Plan Administrator or other
appointed person shall, in writing, give the Company notice thereof and an opportunity, at its own expense, to handle and defend the same before such Committee or Board member or Plan Administrator or
other appointed person undertakes to handle and defend it on such person's own behalf.

ARTICLE 6  Shares Available for the Plan

The
maximum number of Shares which may be used under the Plan worldwide shall not exceed 145'000 (equivalent to 1'450'000 ADS), subject to adjustment under Article 12, Adjustment in the Event
of a Change in the Financial Structure of the Company.

The
Shares related to any unexercised or undistributed portion of any terminated, expired, exchanged or forfeited Option or any Option settled in cash in lieu of Shares or ADS shall be available for
further Awards.

ARTICLE 7  Eligibility

Individuals
eligible to participate in the Plan are:



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The
individuals who shall receive Awards shall be determined by the Committee in consultation with the Chief Executive Officer of the Company.

The
Committee may also delegate to the Company's Chief Executive Officer the power to select eligible persons and grant Awards, including Awards to new employees upon hire, subject to the limitations
of the Plan.

The
grant of an Award does not give any rights to receive such Awards in the future.

ARTICLE 8  General Terms of Awards















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ARTICLE 9  Grant and Exercise of Options











ARTICLE 10  Entry into the Share Register

The
acquisition of Shares by way of exercising the Options will be entered into the share register, pursuant to the articles of incorporation of the Company. The Shares shall only be entered into the
share register after receipt of the full payment as per Article 9.5.

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ARTICLE 11  Termination of Employment

















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ARTICLE 12  Adjustment in the Event of a Change in the Financial Structure of the Company

In
the event that the Company shall decide upon any stock dividend, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off,
combination, exchange of shares, warrants or rights offering to purchase Shares at a price substantially below fair market value, or other similar corporate event affects the Share such that an
adjustment is required in order to preserve the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in its sole discretion, and in such manner as it
may deem equitable, adjust any or all of the number and kind of Shares subject to the Plan, the number and kind of Shares subject to outstanding Options and the Exercise Price with respect to any of
the foregoing and/or, if deemed appropriate, make provision for a cash payment to a Participant or a person who has an outstanding Option.

ARTICLE 13  Amendment and Termination of the Plan

The
Board may amend, suspend or discontinue the Plan at any time at its discretion.

Amendment,
suspension or discontinuance of the Plan shall be communicated by the Board to all Participants.

No
such action shall materially adversely effect any right acquired by a Participant under an Award granted before the date of amendment, suspension, or discontinuation, unless otherwise agreed by the
Participant or required as a matter of law.

Any
adjustment for changes in capital structure under Article 12 is not considered to adversely affect any rights of a Participant under an Award.

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ARTICLE 14  Change in Control or Liquidation of the Company

In
the case of a Change in Control, the conditions of outstanding Options may be adjusted by the Committee, as it deems appropriate in its sole discretion without the consent or approval of any
Optionee.

Change
of Control generally means but is not limited to:

ARTICLE 15  Termination of Prior Plans

Effective
upon approval of this Plan by the Board, no further share-related Awards will be made under existing prior plans. All Awards granted under the prior Plans shall continue in accordance with
the conditions of those plans.

ARTICLE 16  Applicable Law and Choice of Jurisdiction

The
Plan and any related document shall be governed by and construed in accordance with the laws of Switzerland. Any disputes arising under or in connection with the Plan shall be resolved by the
courts of Winterthur, Switzerland.

ARTICLE 17  Approval

The
Participant accepts the Options granted and the terms of the Plan including all appendices by signing the Agreement.

The
Plan has been approved by the Board at its meeting of November 29, 2000, as amended on August 23, 2001 and on October 22, 2002, and shall become effective as amended on
October 22, 2002.

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