Second Amendment of Benefit Equalization Plan

Exhibit 10.2 SECOND 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 Second 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, and has been amended once. B. The Company now wishes to again amend the Plan. Amendment 1. Effective as of May 1, 2006, Paragraph IV.F is hereby deleted in its entirety from the terms of the Plan. 2. Effective May 1, 2006, a new Paragraph IV.G is added to the Plan and shall read as follows: G. (1) Subject to the terms of this Plan, as amended from time to time, for purposes of calculating the pension benefits of Jon E. Kramer (" Kramer" ) under Paragraphs IV.A through C, Kramer will be entitled to receive a supplemental pension benefit under this Plan determined as if (a) Kramer was entitled to the Retirement Income Plan' s early retirement subsidies when he commenced his Retirement Income Plan benefits on or after age 55, and (b) Kramer was credited with an additional 7.82 years of credited service with the Company as of the Trigger Date as defined in Paragraph G(2) below.


(2) Kramer shall be eligible for benefits under Paragraph G(1) upon the earliest to occur of: (i) December 31 2008; (ii) his tot ...