<PAGE>
                                                                     EXHIBIT 4.9


                     INDEMNIFICATION AND RELEASE AGREEMENT



WHEREAS, Sulzer Medica AG ("Medica") and Sulzer AG ("Sulzer") and certain of
their direct or indirect subsidiaries are currently defendants in the MDL
proceedings before the United States District Court for the Northern District of
Ohio, Judge Kathleen O'Malley (the "Court") (MDL Docket No. 1401; Case no.
1:O1-CV-9000), and in certain State Court proceedings related to what is
commonly referred to as the Sulzer Hip Prosthesis and Knee Prosthesis Liability
Litigation (the "Class Action") (together referred to as the "Insured Parties"
or individually as an "insured Party");

WHEREAS, Winterthur Swiss Insurance Company and its legal successor, XL
Winterthur International Insurance Switzerland (formerly known as Winterthur
International Insurance Switzerland), or their respective subsidiaries
(collectively "Winterthur") issued certain insurance policies for the benefit of
Sulzer, Medica and/or their respective direct or indirect subsidiaries, which
policies are identified in the Class Action Settlement Agreement dated as of
March 13, 2002 among Sulzer Orthopedics Inc., Medica, Sulzer, and Class Counsel
on behalf of Class Representatives in the Class Action (the "CASA") as the
"Initial Insurance Policies" and the "Second Year Insurance Policies"
(collectively, the "Policies"), respectively;

WHEREAS, various Insured Parties have made claim(s) for coverage under the
Policies in connection with the Affected Products (as defined in the CASA) and
Winterthur has disputed certain aspects of said claim(s) as presented;

WHEREAS, pursuant to the terms of the CASA, Winterthur is expected to make
contributions to the Sulzer Settlement Trust (as defined in the CASA);

WHEREAS, the Insured Parties and Winterthur wish to set forth their agreements
with regard to Winterthur's contributions to the Sulzer Settlement Trust
established by the CASA; and

WHEREAS, terms used herein and not otherwise defined herein shall have the
respective meaning given to such terms in the CASA;

NOW, THEREFORE, the Insured Parties and Winterthur agree as follows:

1.       With respect to the Initial Insurance Policies, Winterthur shall pay to
         the Sulzer Settlement Trust on the Insurance Proceeds Delivery Date
         (thirty (30) Business Day after Trial Court Approval) in accordance
         with the terms of the CASA the remaining balance of the Initial
         Insurance Policies as of that date in their original currency (Swiss
         francs) or the equivalent amount in US Dollars converted in accordance
         with the terms of the Policies. Such funds shall be used by the Sulzer
         Settlement Trust solely to make





<PAGE>




INDEMNIFICATION AND RELEASE AGREEMENT                                        -2-
--------------------------------------------------------------------------------


         payments as specified in Section 2.5(c) of the CASA. Prior to that
         date, Winterthur will continue to make payment of any claims or
         expenses covered under the Initial Insurance Policies for which proof
         of loss has been submitted to Winterthur. The Insured Parties
         acknowledge that upon the above payment to the Sulzer Settlement Trust,
         the Initial Insurance Policies will be fully and finally exhausted and
         that Winterthur accordingly will have no further obligations whatsoever
         in connection with the Initial Insurance Policies.

2.       With respect to the Second Year Insurance Policies, Winterthur agrees
         to pay the sum of $40 million US Dollars into an escrow account on the
         Insurance Proceeds Delivery Date. As soon as practicable following the
         execution of this Agreement, the parties shall enter into an escrow
         agreement (the "Escrow Agreement"), which shall provide that the Second
         Year Insurance Proceeds shall be delivered from the Escrow Account to
         the Sulzer Settlement Trust on the date that is the earlier of (x) the
         Funding Date and (y) the date that Class Members representing claims
         for no less than 800 Affected Product Revision Surgeries have validly
         elected the GPO in accordance with Article 8 of the CASA and all of the
         Initial Insurance Proceeds have been paid out of the Sulzer Settlement
         Trust. The Second Year Insurance Proceeds shall be used by the Sulzer
         Settlement Trust solely to make payments as specified in Section 2.5(c)
         of the CASA.

3.       As a condition precedent to the foregoing payments by Winterthur, no
         later than the Trial Court Approval Date, the Court shall enter a
         consent judgment against Sulzer Orthopedics Inc. in favor of the Class
         Members for an amount that is no less than the aggregate payments to be
         made pursuant to Paragraphs 1 and 2 of this Agreement.

4.       Nothing in this Agreement or its performance shall constitute or
         otherwise be deemed to be (i) an admission or a concession by
         Winterthur as to coverage for any claims falling within the scope of
         the CASA or a waiver of any coverage defenses that may be available to
         Winterthur, or (ii) an admission or concession by the Insured Parties
         that Winterthur's obligations under the Second Year Insurance Policies
         in connection with the claims that are the subject of the CASA are
         limited to the amount of the Second Year Insurance Proceeds.

5.       The Insured Parties, jointly and severally on behalf of themselves and
         all past or present direct or indirect subsidiaries, hereby release,
         relinquish, acquit and forever discharge Winterthur, its past or
         present direct or indirect subsidiaries, affiliates, parent
         corporations, and former or present officers, directors, shareholders,
         employees, successors, predecessors, representatives, attorneys,
         agents, loss adjusters and claims ad-



<PAGE>


INDEMNIFICATION AND RELEASE AGREEMENT                                        -3-
--------------------------------------------------------------------------------




         ministrations, and each of them (the "Releasees"), of and from any and
         all claims, actions, demands, lawsuits, damages, judgments, causes of
         action whatsoever in law, contract, tort, admiralty or equity, whether
         known or unknown, which they or their successors, predecessors or
         assigns have heretofore have had or hereafter may have against the
         Releasees, or any of them, for, upon or by reason of any loss, expense,
         matter, cause or transaction arising out of or in any way connected to
         the Affected Products, anywhere in the world, including but not limited
         to any and all such claims under the Policies or under any other
         contracts of insurance issued at any time by Winterthur or any of its
         subsidiaries, affiliates, successors or predecessors to the Insured
         Parties or any past or present direct or indirect subsidiaries;
         provided that, nothing in this Paragraph 5 shall release Winterthur
         from any obligation or duty to the Insured Parties or any of them under
         any directors' and officers' liability policy, including, but not
         limited to, any claim thereunder arising out of or in any way connected
         to the Affected Products.

6.       Effective as of the Insurance Proceeds Funding Date, Medica, jointly
         and severally on behalf of itself and all past or present direct or
         indirect subsidiaries, agrees to fully indemnify, save, protect and
         hold forever harmless Winterthur, its past or present direct or
         indirect subsidiaries, affiliates, parent corporations, and former or
         present officers, directors, shareholders, employees, successors,
         predecessors, representatives, attorneys, agents, loss adjusters and
         claims administrators (the "Indemnitees"), from and against any and all
         losses, claims, liabilities, judgments, damages, costs, and expenses,
         including without limitation reasonable attorneys' fees, court costs
         and/or other expenses (the "Claims), which may be asserted against
         Indemnitees, or which Indemnitees may suffer, incur or sustain, or for
         which Indemnitees may become legally liable or obligated under the
         Initial Insurance Policies, arising out of or in connection with any
         and all claims, demands, lawsuits and other actions anywhere in the
         world, including but not limited to claims, demands, lawsuits and
         actions of members of the Settlement Class who exercise their right to
         opt-out of the CASA, claims, demands, lawsuits or actions of foreign
         recipients of Affected Products not encompassed within the Settlement
         Class, claims, demands, lawsuits or actions regarding the validity of
         the releases of the Policies provided for in this Agreement or of any
         other transactions effected in accordance with this Agreement; provided
         that, the Indemnitees: (a) promptly notify Medica in writing of any
         such Claim which comes to their attention; (b) share with Medics the
         right to control the defense or settlement of such Claim; (c) do not
         enter into any settlement or compromise of such Claim without the
         express authorization of Medica; and (d) reasonably cooperate with
         Medica in the defense of such Claim, subject to Medica's payment of all
         reasonable out-of-pocket expenses as-


<PAGE>

INDEMNIFICATION AND RELEASE AGREEMENT                                        -4-
--------------------------------------------------------------------------------


         sociated with such cooperation by the Indemnitees. In connection with
         the sharing of the control of the defense or settlement of such Claim,
         the parties agree that Winterthur shall have primary authority with
         respect to decisions related to coverage issues, subject to the
         approval of Medica, which shall not be unreasonably withheld, and
         Medica shall have primary authority with respect to decisions related
         to liability and damages issues, subject to the approval of Winterthur,
         which shall not be unreasonably withheld.

7.       Effective as of the Insurance Proceeds Funding Date, Medica, jointly
         and severally on behalf of itself and all past or present direct or
         indirect subsidiaries, agrees to fully indemnify, save, protect and
         hold forever harmless Winterthur, its past or present direct or
         indirect subsidiaries, affiliates, parent corporations, and former or
         present officers, directors, shareholders, employees, successors,
         predecessors, representatives, attorneys, agents, loss adjusters and
         claims administrators (the "Indemnitees"), from and against any and all
         losses, claims, liabilities, judgments, damages, costs, and expenses,
         including without limitation reasonable attorneys' fees, court costs
         and/or other expenses (the "Claims), which may be asserted against
         Indemnitees, or which Indemnitees may suffer, incur or sustain, or for
         which Indemnitees may become legally liable or obligated under the
         Second Year Insurance Policies, arising out of or in connection with
         claims, demands, lawsuits and other actions related to the Affected
         Products anywhere in the world, including but not limited to claims,
         demands, lawsuits and actions of members of the Settlement Class who
         exercise their right to opt-out of the CASA, claims, demands, lawsuits
         or actions of foreign recipients of Affected Products not encompassed
         within the Settlement Class, claims, demands, lawsuits or actions
         regarding the validity of the releases of the Policies provided for in
         this Agreement or of any other transactions effected in accordance with
         this Agreement; provided that, notwithstanding anything herein to the
         contrary, under no circumstance shall Medica's indemnity obligation to
         the Indemnities under this Paragraph 7 exceed the amount of the Second
         Year Insurance Proceeds, and further provided that, the Indemnitees:
         (a) promptly notify Medica in writing of any such Claim which comes to
         their attention; (b) share with Medica the right to control the defense
         or settlement of such Claim; (c) do not enter into any settlement or
         compromise of such Claim without the express authorization of Medica;
         and (d) reasonably cooperate with Medica in the defense of such Claim,
         subject to Medica's payment of all reasonable out-of-pocket expenses
         associated with such cooperation by the Indemnitees. In connection with
         the sharing of the control of the defense or settlement of such Claim,
         the parties agree that Winterthur shall have primary authority with
         respect to decisions related to coverage issues, subject to the
         approval of Medica; which shall not be unreasonably withheld, and


<PAGE>


INDEMNIFICATION AND RELEASE AGREEMENT                                        -5-
--------------------------------------------------------------------------------



         Medica shall have primary authority with respect to decisions related
         to liability and damages issues, subject to the approval of Winterthur,
         which shall not be unreasonably withheld.

8.       For the avoidance of doubt, the parties to this Agreement intend that
         the foregoing release and indemnification applies with equal force and
         effect to Winterthur International America Insurance Company with
         respect to the Affected Products and further that to the extent not
         already exhausted, the applicable local policies shall be exhausted by
         virtue of the payments set forth above. As a condition precedent to the
         payments set forth above, Medica will ensure, prior to such payments
         being made by Winterthur, that all named insureds under the applicable
         local policies will execute policy releases in a form satisfactory to
         Winterthur International America Insurance Company.

9.       The Insured Parties represent, warrant and agree that they have not and
         shall not assign at any time in the future any of the Policies or any
         of the rights, claims, duties or obligations under the Policies related
         to the Affected Products to any third parties whatsoever, and that they
         will oppose any such attempted assignment by any insured subsidiary
         under the Policies.

10.      The Insured Parties represent and warrant that they are authorized to
         enter into this Agreement on behalf of themselves and all subsidiaries
         insured under the Policies.

11.      It is a condition precedent to this Agreement that the Trust Agreement
         for the Sulzer Settlement Trust will provide that the Sulzer Settlement
         Trust may be audited by Winterthur (or its designee) to monitor and
         ensure the proper disbursement of the Initial Insurance Proceeds and
         the Second Year Insurance Proceeds in accordance with the terms of the
         CASA.

12.      Unless stated expressly to the contrary in this Agreement, the terms of
         this Agreement automatically cease to have effect in the event that the
         CASA (i) is terminated prior to the Insurance Proceeds Delivery Date,
         (ii) does not achieve Trial Court Approval, or (iii) is materially
         changed prior to the Insurance Proceeds Delivery Date.

13.      This Agreement shall be governed by and construed according to the laws
         of Switzerland.


<PAGE>
INDEMNIFICATION AND RELEASE AGREEMENT                                        -6-
--------------------------------------------------------------------------------


14.      Any dispute arising out of or in connection with this Agreement,
         including its existence, validity, interpretation, performance, breach
         or termination, shall be subject exclusively to the jurisdiction of the
         courts of Winterthur, Switzerland.

15.      The Insured Parties shall deliver to Winterthur a copy of any notice
         received by an Insured Party pursuant to the terms of the CASA.

16.      Any notice or other document to be given by any party to another party
         shall be in writing and delivered personally or sent Federal Express or
         facsimile (which such facsimile notice shall be deemed effective as of
         the time of receipt of confirmation by the sending party) as follows,
         or as otherwise instructed by a notice delivered to the other party
         pursuant to this paragraph:

                  (i)    If to Medica:

                           Sulzer Medica AG
                           Leutchenbachstrasse 95
                           CH-8050 Zurich, Switzerland
                           Attention: Dr. Gabor-Paul Ondo
                           Facsimile: +41 (0) 1 308 37 91

                  with copies to:

                           Sulzer Medica USA Inc.
                           3 East Greenway Plaza, Suite 1600
                           Houston, Texas 77046-0391
                           Attention: David S. Wise, Esq.
                           Facsimile: +01 (713) 561-6380

                           Bar & Karrer
                           Seefeldstr. 19
                           CH-8024 Zurich, Switzerland
                           Attention: Dr. Andreas Lanzlinger
                           Facsimile: +41 (0) 58 261 50 01


                  (ii)   If to Sulzer:

                         Sulzer AG
                         Zurcherstrasse 14
                         CH-8401 Winterthur, Switzerland
                         Attention: Dr. Alfred Gerber
                         Facsimile: +41 (0) 52 262 00 22

                  with copies to:

<PAGE>



INDEMNIFICATION AND RELEASE AGREEMENT                                        -7-
--------------------------------------------------------------------------------



                         Shearman & Sterling
                         599 Lexington Avenue
                         New York, NY 10022-6069
                         Attention: Werner L. Polak, Esq.
                         Facsimile: +01 (212) 848-7179

                  (iii)  If to Winterthur:

                         XL Winterthur International Insurance Switzerland
                         Gruzefeldstrasse 41
                         CH-8401 Winterthur, Switzerland
                         Attention: Hans Nigg
                         Facsimile: +41 (0) 52 261 79 76

                  with copies to:

                         Sedgwick, Detert, Moran & Arnold
                         Lavaterstrasse 85, CH-8002
                         Zurich, Switzerland
                         Attention: Erik Stenberg, Esq.
                         Facsimile: +41 (0) 1 201 44 04

                         Sedgwick, Datert, Moran & Arnold
                         1717 Main Street, Suite 5400
                         Dallas, Texas 75201
                         Attention: Neil Rambin, Esq.
                         Facsimile: +01 (214) 227-8004

<PAGE>


INDEMNIFICATION AND RELEASE AGREEMENT                                        -8-
--------------------------------------------------------------------------------

         In witness whereof, the parties have duly executed this Agreement as
         set forth below to be effective as of this 14th day of March 2002.



                                                  SULZER MEDICA AG



                                                  By: /s/ DR. GABOR-PAUL ONDO
                                                      --------------------------
                                                  Name: Dr. Gabor-Paul Ondo
                                                        ------------------------
                                                  Title: Chief RNU Officer
                                                        ------------------------


                                                  By: /s/ URS KAMBER
                                                      --------------------------
                                                  Name: Urs Kamber
                                                        ------------------------
                                                  Title: Chief Financial Officer
                                                        ------------------------



<PAGE>
INDEMNIFICATION AND RELEASE AGREEMENT                                        -9-
--------------------------------------------------------------------------------


                                                  SULZER AG

                                                  By: /s/ ALFRED GERBER
                                                      --------------------------
                                                  Name: Alfred Gerber
                                                        ------------------------
                                                  Title: General Counsel
                                                        ------------------------

                                                  By: /s/ [ILLEGIBLE]
                                                      --------------------------
                                                  Name: [ILLEGIBLE]
                                                        ------------------------
                                                  Title: Head Risk Management
                                                        ------------------------

<PAGE>



INDEMNIFICATION AND RELEASE AGREEMENT                                       -10-
--------------------------------------------------------------------------------


                               XL WINTERTHUR INTERNATIONAL INSURANCE SWITZERLAND

                                                  By: /s/ HANS NIGG
                                                      --------------------------
                                                  Name: Hans Nigg
                                                        ------------------------
                                                  Title: Chief Claims Officer
                                                        ------------------------

                                                  By: /s/ CHRISTOF KNAPPEN
                                                      --------------------------
                                                  Name: Christof Knappen
                                                        ------------------------
                                                  Title: Claims Manager
                                                        ------------------------