Benefit Equalization Plan

Exhibit 10.3BENEFIT EQUALIZATION PLAN
OF
ZIMMER HOLDINGS, INC. AND ITS SUBSIDIARY OR
AFFILIATED CORPORATIONS PARTICIPATING IN THE
ZIMMER HOLDINGS, INC. RETIREMENT INCOME PLAN OR THE
ZIMMER PUERTO RICO RETIREMENT INCOME PLAN(effective as of August 6, 2001)I. Purpose of the Plan The purpose of this Plan is to provide benefits for certain participants in the Zimmer Holdings, Inc. Retirement Income Plan (the " Retirement Income Plan" ) or the Zimmer Puerto Rico Retirement Income Plan (the " Puerto Rico Plan" ) (referred to herein collectively as the " Retirement Plans" ) whose funded benefits under the Retirement Plans are or will be limited by application of the Employee Retirement Income Security Act of 1974, as amended (" ERISA" ) and the Internal Revenue Code of 1986, as amended (the " Code" ). The Plan is intended to be an " excess benefit plan" as that term is defined in Section 3(36) of ERISA with respect to those participants whose benefits under the Retirement Plans have been limited by Section 415 of the Code, and a " top hat" plan meeting the requirements of Sections 201(2), 301(a)(3), 401(a)(1) and 4021(b)(6) of ERISA with respect to those participants whose benefits under the Retirement Plans have been limited by Section 401(a)(17) of the Code. This Plan is a successor plan to the Benefit Equalization Plan of Bristol-Myers Company and Its Subsidiary or Affiliated Corporations Participating in the Bristol-Myers Company Retirement Income Plan or the Bristol-Myers Company Puerto Rico, Inc. Retirement Income Plan, as in effect on January 1, 1996 and as amended thereafter (the " Prior Plan" ). Participants in the Prior Plan who as of the Effective Date are employed by a corporation participating in either Retirement Plan (a " Participating Employer" ) shall as of the Effective Date become participants in this Plan. This Plan shall recognize all service covered under the Retirement Income Plan or the Puerto Rico Plan. Benefits payable under the Prior Plan shall continue to be payable under the Prior Plan by Bristol-Myers Squibb Company, the sponsor of the Prior Plan (" Bristol-Myers Squibb" ) and shall not be assumed by or become obligations of Zimmer Holdings, Inc., the sponsor of this Plan (the " Company" ) or any other Participating Employer. As of the Effective Date, each participant under this Plan shall be entitled to a benefit that will be reduced by the amount of the benefit that the participant is entitled to under the Prior Plan.II. Administration of the Plan The Benefits Committee (the " Committee" ) appointed by the Board of Directors of the Company to administer the Retirement Plans shall also administer this Plan. The Committee shall have full authority to determine all questions arising in connection with the Plan, including its interpretation, may adopt procedural rules, and may employ and rely on such legal counsel, such actuaries, such accountants and such agents as it may deem advisable to assist in the administration of the Plan. Decisions of the Committee shall be conclusive and binding on all persons.


III. Participation in the Plan Each member of the Retirement Income Plan or the Puerto Rico Plan who is employed by a Participating Employer (which term also includes the Company) shall be eligible to participate in this Plan whenever (a) his benefit under the applicable Retirement Plan, as from time to time in effect, would exceed the limitations on benefits and contributions imposed by Section 415 of the Code calculated from and after September 2, 1974, (b) amounts of his compensation would be excluded from his " Final Average Compensation" determined under the Retirement Plan by reason of the application of Section 401(a)(17) of the Code or (c) he participates in the Zimmer Holdings, Inc. Executive Performance Incentive Plan (the " Performance Incentive Plan" ).IV. Equalization Benefits Related to the Retirement Plan A. Each participant in this Plan or his beneficiaries shall be entitled to receive under this Plan a supplemental pension benefit equal to the excess of (1) the benefit that would have been payable to such participant or his beneficiaries under the applicable Retirement Plan determined (a) without regard for any provision therein incorporating limitations imposed by Section 415 of the Code, and (b) by deeming as " compensation" for purposes of determining Final Average Compensation under such Retirement Plan amounts elected to be deferred under the Zimmer Holdings, Inc. Savings and Investment Program (" Savings and Investment Program" ) but which due to Section 415 limitations were, in accordance with the parti ...