First Amendment of Benefit Equalization Plan

Exhibit 10.4 FIRST AMENDMENT OF BENEFIT EQUALIZATION PLAN OF ZIMMER HOLDINGS, INC. AND ITS SUBSIDIARY OR AFFILIATE CORPORATIONS PARTICIPATING IN THE ZIMMER HOLDINGS, INC. RETIREMENT INCOME PLAN OR THE ZIMMER PUERTO RICO RETIREMENT INCOME PLAN This First Amendment of Benefit Equalization Plan of Zimmer Holdings, inc. and Its Subsidiary or Affiliate Corporations Participating in the Zimmer Holdings, Inc. Retirement Income Plan or the Zimmer Puerto Rico Retirement Income Plan (the " Plan" ) is adopted by Zimmer Holdings, Inc. (the " Company" ). Background A. The Plan was established by the Company effective August 6, 2001. B. The Company now wishes to amend the Plan. Amendment 1. Effective January 1, 2003, Article III of the Plan is amended to read as follows:
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, (c) he participates in the Zimmer Holdings, Inc. Executive Performance Incentive Plan (the " Performance Incentive Plan" ), or (d) he qualifies for Rule of 70 benefits under paragraph F of Article IV of this Plan. 2. Effective January 1, 2003, subparagraph IV.D.(ii) of the Plan is amended to read as follows: (ii) a lump sum, provided that, at least one year prior to retirement, the participant has elected, in writing, to receive supplemental pension benefits in a lump sum, which payment shall be made within 60 days after his retirement


entitling him to receive payments under the applicable Retirement Plan; except that, in the case of a participant who is eligible to retire under the applicable Retirement Plan, who has an involuntary termination or unplanned retirement, and who elects, in writing, 90 days prior to retirement to receive supplemental pension benefits in a lump sum, such payment shall be made on the first anniversary of his retirement. A Participant' s election of a lump sum under this subparagraph (ii) is revocable, but it must be made on or before the applicable one year or 90-day deadline set forth above to be effective. 3. Effective as of the date this supplemental pension benefit was adopted by the Compensation and Management Committee of the Board of Directors of the Company, a new paragraph IV.E. is added to the Plan to read as follows: E. For purposes of calculating the pension benefits of J. Raymond Elliott (" Elliott" ) from the Company, Elliott will be entitled to receive an additional supplemental pension benefit under this Plan equal to the excess of (1) the benefit that would have b ...