Item 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On February 23, 2009, the Board of Directors (the "Board") of Zimmer Holdings, Inc. (the "Company"), upon the recommendation of the Corporate Governance Committee, appointed Marc N. Casper to the Board, with a term to expire at the Company's 2009 annual meeting of stockholders to be held May 4. The appointment of Mr. Casper increases the size of the Board to nine members. Mr. Casper has not been appointed to any committees of the Board at this time; however, the Company expects that he will be appointed to one or more Board committees in the future. There are no arrangements or understandings between Mr. Casper and any other persons pursuant to which Mr. Casper was appointed a director of the Company.
As a non-employee director, Mr. Casper will participate in the non-employee director compensation arrangements described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 20, 2008. In addition, it is expected that he will execute the Company's standard form of non-employee director indemnification agreement. The form of the indemnification agreement was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 31, 2008 and is incorporated herein by reference.
A copy of the Company's press release announcing the appointment of Mr. Casper to the Board is attached hereto as Exhibit 99.1 and the information set forth therein is incorporated herein by reference.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits

Exhibit No. Description 10.1 Form of Indemnification Agreement with Non-Employee Directors and Officers (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed July 31, 2008) 99.1 Press Release issued on February 27, 2009

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